Montréal, Québec – November 5, 2026 – TheNewswire – Sama Resources Inc. (“ Sama ” or the “ Company ”) (TSXV: SME; OTC: SAMMF) is pleased to announce that it has executed a term sheet (the “ Term Sheet ”) with Aya Gold & Silver Inc. (TSX: AYA) (“ Aya ”) providing for the proposed indirect acquisition (the “ Transaction ”) by Sama of the Azegour project located in Morocco (the “ Azegour Project ” or “ Azegour ”), currently held through Aya’s wholly-owned Moroccan subsidiary, Aya Gold & Silver Morocco S.A. (“ AGSM ”). As consideration for the Azegour Project, Sama would issue 52,000,000 common shares (each, a “ Common Share ”) to Aya or its affiliate at a deemed issue price of C$0.15 per Common Share, representing an aggregate consideration of C$7,800,000 (the “ Consideration ”).
In connection with the Transaction, the Company also proposes to change its corporate name to “ AXA Metals Corp. ” in order to reflect its expanded geographic footprint and broader mineral exploration portfolio across West and North Africa.
Why Azegour Matters
For Sama shareholders, Azegour offers a distinct combination: evidence of a historically producing mining district, exposure to three industrial metals, a substantial geological system and the opportunity to revisit historic workings and the surrounding ground with modern exploration tools. Unlike a conceptual greenfield target, Azegour benefits from historical mining and underground development, a geological database and known mineralized skarn horizons. While none of these features establishes a current mineral resource or an economic deposit; together, management believes they provide a compelling starting point for disciplined exploration.
Three-metal opportunity: copper, tungsten and molybdenum mineralization occurs in a skarn system associated with a granitic intrusion, creating opportunities to assess multiple mineralized horizons and styles within one district.
Historic production and physical access to the geological story: mining and exploration have taken place since the 1920s, with underground workings and historical records that can help guide modern evaluation.
Untested potential: management sees opportunities to investigate extensions along strike and at depth, including beneath and adjacent to historic workings; these targets remain to be tested and validated.
A proposed exploration pathway: integrate historic geological, geophysical, geochemical and drilling information, construct updated 3D models, then prioritize systematic sampling, geophysics and targeted diamond drilling.
Strategic fit: Azegour would add a Moroccan exploration platform alongside Sama’s nickel-copper interests in Côte d’Ivoire, broadening both geographic exposure and its metals portfolio.
Dr. Marc-Antoine Audet, Chief Executive Officer and President of Sama, stated: “ 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. We see a practical opportunity to create exploration value through rigorous science, while remaining disciplined about the work required to establish scale and economics.”
Azegour: A Historic District with a Modern Exploration Opportunity
Azegour is a brownfield copper-tungsten-molybdenum contact-metasomatic skarn system genetically associated with the Azegour granitic intrusion. Principally Cambrian sedimentary and volcano-sedimentary rocks, deformed during the Hercynian orogeny, were intruded by a late-Hercynian to Permian granitic complex. Contact metamorphism produced a halo described in historical geological information as approximately 1.5 kilometres wide, including garnetite, wollastonitite, pyroxenite and related calc-silicate assemblages.
Historical operations focused at different times on molybdenum, copper and tungsten. Available historical records refer to production of more than 200 tonnes of concentrate grading approximately 85% MoS₂ in an early operating period. Copper production gained importance during the Second World War, molybdenum production briefly resumed in 1946-1947 and subsequent operations focused on copper before mining ceased. These historical figures have not been presented as current mineral resources or reserves and should not be interpreted as evidence of present-day project economics.
Management believes the central geological question is whether the historically mined zones are part of a more extensive, continuous mineralized skarn system. The Company’s proposed initial work would aim to assess the reliability of historical data, refine the structural and intrusive framework, map the distribution of mineralized horizons and identify the most prospective targets for follow-up exploration.
“ Morocco has a strong mining tradition, established technical capabilities and a geological setting that is highly attractive for metals exploration, ” Dr. Audet added. “ Partnering with Aya, an established operator in the country, provides a constructive entry point. We intend to earn investor confidence through clear technical milestones and careful capital allocation—not by overstating what has yet to be demonstrated at Azegour. ”
Transaction Terms and Alignment with Aya
Under the proposed structure of the Transaction, Sama would acquire from Aya, either directly or indirectly, all of the issued and outstanding shares of a wholly-owned Canadian subsidiary to be incorporated by Aya (“ NewCo ”), which would in turn hold all of the issued and outstanding shares of a wholly-owned Moroccan subsidiary to be incorporated by NewCo (“ SubCo ”). Prior to the completion of the Transaction, AGSM would transfer to SubCo certain mining licenses, research permits and applications therefor (two exploitation licenses, two research permits and pending research permit applications) covering the Azegour Project (collectively, the “ Mining Titles ”), together with data relating to the lands covered by the Mining Titles and certain tangible assets located thereon (the “ Assets ”), as well as the obligations pertaining to the existing 2.5% third-party royalty applicable to a part of the Azegour Project, such that, upon completion of the Transaction, Sama would indirectly acquire the Mining Titles and the Assets through its ownership of NewCo and SubCo.
As part of the Transaction, Aya (or its relevant subsidiary) would also grant to the Company (or its relevant subsidiary) a non-exclusive, perpetual, worldwide, royalty-free, non-assignable license to use various geological data pertaining to Moroccan territory extending outside of that covered by the Mining Titles (the “ Licensed Data ”). In addition, for a period of twelve months following the completion of the Transaction, Aya would provide transitional support to Sama, using qualified personnel, including legal, financial, management and geological guidance services.
Aya is a Canadian precious metals mining company anchored in Morocco and active across the full mining value chain. Aya has established an exploration track record through a systematic, technology-led, data-driven approach and is focused on expanding its resource base and land package along the Anti-Atlas fault – one of Africa’s most geologically rich, underexplored and mining-friendly regions.
The Common Shares to be issued to Aya or its affiliate as Consideration would represent approximately 19.11% of the issued and outstanding Common Shares on a post-issuance non-diluted basis, thereby aligning the interests of both parties in the future advancement of the Azegour Project and the growth of Sama . Those Common Shares would be subject to a statutory hold period of four months and one day from the date of issuance under applicable Canadian securities laws, as well as any escrow or resale restrictions required by the TSX Venture Exchange (the “ TSXV ”).
The Transaction is expected to provide the Company with an immediate operating and exploration presence in Morocco, a well-established international mining jurisdiction with a long history of mineral exploration and development .
Dr. Audet also stated: “We are particularly pleased to be entering Morocco through a transaction with Aya, a company with extensive experience and a strong operating presence in the country. We look forward to working collaboratively with Aya as we complete the Transaction and begin the next stage of exploration at Azegour.”
The Consideration of C$7.8 million being paid by the Company for the Azegour Project reflects management’s view of the value of this asset based on its review of comparable transactions involving historically mined and exploration-stage mineral properties in Morocco and abroad, including the Tirzzit copper project, the Tizi Cu-Ag portfolio and the Amizmiz gold project in Morocco, in respect of which the purchase prices ranged from C$4.0 million to C$10.0 million, as well as international tungsten transactions ranging from US$5.8 million to US$9.75 million in the United States. In assessing the consideration, management also took into account Azegour’s historical mining infrastructure and Cu-W-Mo mineralization, the geological information and exploration work undertaken or compiled by Aya during the 2020-2025 period – including the 2025 underground channel-sampling program and three-dimensional geological compilation – and the access being gained to the Licensed Data. The consideration further reflects the value of Aya’s commitment to provide twelve months of post-closing transitional support, including legal, financial, management and geological guidance services , which management expects to facilitate an efficient start to Sama’s exploration activities in Morocco. Although the comparable properties differ in geological characteristics, development stage and transaction structure, management believes these factors collectively provide a reasonable commercial basis for the agreed consideration. No current mineral resource or reserve has been established at the Azegour Project.
The share consideration to be issued pursuant to the Transaction is intended to conserve Sama’s cash resources for its broader corporate and exploration priorities, while bringing Aya into the shareholder base. The final terms remain subject to the definitive documentation and applicable approvals.
A Broader Identity: Proposed Name Change to AXA Metals
In connection with the Transaction, Sama intends to seek shareholder approval to change its name to “AXA Metals Corp.” (the “ Name Change ”). Management views this rebranding as reflecting an expanded strategy: building a technically driven metals company capable of identifying, acquiring and advancing prospective mineral assets in attractive jurisdictions. The strategy would encompass the new Moroccan opportunity while maintaining the Company’s existing Côte d’Ivoire commitments and partnership.
“ The proposed name AXA Metals would signal the next stage of our development, ” said Dr. Audet. “ Our ambition is to combine the discovery capabilities built in West Africa with a broader pipeline of mineral opportunities. Azegour would be our first major step in that direction: an asset with a tangible geological foundation and a clear set of questions our team is well equipped to investigate .”
Path to Definitive Agreement and Closing
The Term Sheet includes a 60-day exclusivity period and is intended to be replaced by a legally binding definitive agreement among Sama, Aya and any of their relevant affiliates setting out the final terms and conditions of the Transaction (the “ Definitive Agreement ”). The execution of the Definitive Agreement will be subject to, among other things, the satisfaction of the following conditions:
the incorporation of NewCo;
the satisfactory completion of due diligence by Sama on the Mining Titles, the Assets, the Licensed Data and NewCo; and
the approval of the Definitive Agreement by the disinterested directors of each of Sama and Aya.
The Definitive Agreement is expected to provide that the completion of the Transaction will be subject to, among other things:
the incorporation of SubCo;
the effective transfer of the Mining Titles and Assets by AGSM to SubCo, including the receipt of all required consents, authorizations and approvals from the relevant Moroccan authorities;
the receipt of all relevant tax, corporate and title opinions;
the receipt of an independent technical report in respect of the Azegour Project compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ( NI 43-101 ”);
the conditional approval of the Transaction by the TSXV; and
the approval of the Transaction by the disinterested shareholders of Sama.
Regulatory and Shareholder Approvals
Transaction Approval
Because Mr. Benoit La Salle serves as Executive Chairman and a director of Sama and as President, Chief Executive Officer and a director of Aya, Aya is considered a “Non-Arm’s Length Party” to Sama within the meaning of TSXV Policy 1.1 – Interpretation (“ TSXV Policy 1.1 ”). In addition, upon completion of the Transaction, Aya or its designated affiliate would become a new “insider” of Sama by holding more than 10% of the issued and outstanding Common Shares on a post-issuance, non-diluted basis. As a result, the Transaction constitutes a “Reviewable Transaction” under TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and requires the approval of a majority of the votes cast by the disinterested shareholders of Sama (the “ Transaction Approval ”).
In determining whether Transaction Approval has been obtained, the votes of any Non-Arm’s Length Parties must be excluded. Accordingly, the Common Shares held or controlled by Mr. La Salle, Aya or by any of their respective Affiliates or Associates (each as defined in TSXV Policy 1.1) will be excluded from the vote on the Transaction Approval.
The Transaction does not constitute a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions .
Name Change Approval
Pursuant to the Canada Business Corporations Act , the Name Change requires the approval of not less than two-thirds (66⅔%) of the votes cast by the shareholders of Sama (the “ Name Change Approval ”). The Name Change will also be subject to the acceptance of the TSXV pursuant to TSXV Policy 5.8 – Issuer Names, Issuer Name Changes, Share Consolidations and Splits .
Shareholders’ Meeting and Management Information Circular
A special meeting of the shareholders of Sama (the “ Meeting ”) is expected to be held in December 2026, at which shareholders will be asked to consider and, if deemed advisable, approve the Transaction Approval and the Name Change Approval.
In advance of the Meeting, Sama will mail to shareholders a management information circular (the “ Circular ”) containing, among other things, further information regarding the Transaction, the Azegour Project and the proposed Name Change, together with the voting recommendations of Sama’s board of directors, acting through its disinterested directors with respect to the Transaction. Concurrently with its mailing, the Circular will be filed and made available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
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Figure 1: Mining and exploration permits for the Azegour Project.
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Figure 2: 3D compilation of geology (granite in red ) at Azegour, showing underground development and selected copper assays from the 2025 underground channel samples.
Qualified Persons
The scientific and technical information concerning the Azegour Project contained in this news release has been reviewed and approved by Dr. Marc-Antoine Audet, P.Geo., Ph.D., President and Chief Executive Officer of Sama, and Dr. Normand Goulet, Ph.D., P.Geo., an independent geological consultant. Each of Dr. Audet and Dr. Goulet is a “qualified person” within the meaning of NI 43-101.
The historical production figures and related grades disclosed in this news release are derived from historical mine records and technical publications and have not been independently verified by Dr. Audet or Dr. Goulet. In addition, neither Dr. Audet nor Dr. Goulet reviewed the detailed sample-preparation, sample-security, laboratory and analytical procedures for the 2010–2011 and 2025 surface and underground sampling programs. Accordingly, the results of those sampling programs, including the 2025 underground channel-sampling results presented in Figure 2, remain subject to verification. The historical production information is provided for historical context, and historical production and exploration results are not necessarily indicative of future exploration results or the presence of economically recoverable mineralization. No current mineral resource or mineral reserve estimate prepared in accordance with NI 43-101 has been completed for the Azegour Project.
About Sama Resources Inc.
Sama is a Canadian-based, growth-oriented resource company focused on exploring the Samapleu-Grata nickel-copper project in Côte d’Ivoire, West Africa (the “ Samapleu-Grata Project ”). The Company is managed by experienced industry professionals with a strong track record of discovery. Sama is committed to advancing the Samapleu-Grata Project. Sama’s projects are located approximately 600 km northwest of Abidjan in Côte d’Ivoire and are flanked to the west by the Ivorian and Guinean borders. Sama’s projects are located adjacent to the large world-class nickel-cobalt laterite deposits of Sipilou and Foungouesso, forming a 125 km-long new base metal camp in West Africa. Sama owns a 40% interest in the Samapleu-Grata Project with its joint venture partner Ivanhoe Electric Inc. owning 60%.
For more information, please visit www.samaresources.com
FOR FURTHER INFORMATION, PLEASE CONTACT:
Dr. Marc-Antoine Audet, P.Geo., President and CEO
Tel: (514) 726-4158
Mr. Matt Johnston, Vice President Corporate Development
Tel: (604) 443-3835 or (877) 792-6688, Ext. 5
Forward-Looking Statements
Certain statements and information contained in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements relate to future events or performance and are generally identified by words and expressions such as “will”, “would”, “may”, “could”, “expect”, “anticipate”, “estimate”, “potential”, “believe”, “intend”, “plan”, “propose”, “contemplate” and similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements in this news release include, without limitation, statements regarding: the negotiation, execution and delivery of the Definitive Agreement and related transaction documents; the proposed structure, terms, timing and completion of the Transaction; the satisfaction of the conditions to the execution of the Definitive Agreement and completion of the Transaction, including the incorporation of NewCo and SubCo, the satisfactory completion of due diligence, the transfer of the Mining Titles and Assets to SubCo, the receipt of the required tax, corporate and title opinions and of the independent technical report compliant with NI 43-101, and the receipt of all required corporate, regulatory, governmental and shareholder approvals, including TSXV approval and the Transaction Approval; the issuance of Common Shares comprising the Consideration, including their number and deemed issue price; Aya’s anticipated direct or indirect ownership interest in the Company following completion of the Transaction; the licensing of the Licensed Data and the provision of transitional assistance by Aya; the preparation, mailing and filing of the Circular and the timing and holding of the Meeting; the receipt of the Name Change Approval and TSXV acceptance of the Name Change, the completion of the applicable corporate formalities and the implementation and effective date of the Name Change; the anticipated benefits of the Transaction; the geological and mineral potential of the Azegour Project; the Company’s proposed verification and integration of historical data, geological mapping, three-dimensional modelling, systematic sampling, geophysical work and targeted diamond drilling, and its plans for future exploration and project advancement; and the Company’s growth and diversification strategy, including the establishment of an exploration presence in Morocco, the evaluation of additional opportunities in Morocco and North Africa, and the continued advancement of its projects and partnerships in Côte d’Ivoire.
These forward-looking statements are based on management’s current expectations and assumptions, including that: the parties will negotiate and execute the Definitive Agreement on mutually acceptable terms; due diligence will not identify matters that prevent the Transaction from proceeding; the required approvals will be obtained and the other conditions to the Transaction and the Name Change will be satisfied within the anticipated timeframes; the parties will perform their respective obligations; the Mining Titles and related rights can be transferred, obtained and maintained, as applicable; the Licensed Data and transitional assistance will be available as contemplated; the Company will have access to sufficient funding, qualified personnel, equipment, services, infrastructure, surface access and permits to carry out its planned activities; and there will be no material adverse changes in commodity prices, economic conditions or the political, legal and regulatory environments in which the Company operates.
Forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the Company’s control, that could cause actual events or results to differ materially from those expressed or implied. These include, without limitation: the risk that the Definitive Agreement will not be executed or that the Transaction will be completed on different terms or not at all; adverse due diligence findings; the failure to obtain, or delays in obtaining, required approvals, including the Transaction Approval, the Name Change Approval and TSXV approval or acceptance, as applicable; the failure to satisfy other conditions to the Transaction or the Name Change; the risk that the anticipated benefits of the Transaction will not be realized; dilution resulting from the issuance of Common Shares comprising the Consideration; title defects and challenges relating to the transfer, validity, maintenance, renewal, transformation or grant of mineral rights, permits and related authorizations; the Company’s exploration-stage activities and its ability to obtain additional financing on acceptable terms when required; the speculative nature of mineral exploration, including the risk that possible extensions of mineralization will not be confirmed and that exploration will not identify economically recoverable mineral deposits; incomplete or unreliable historical exploration and production data and uncertainties in their interpretation; the availability and cost of skilled labour, supplies, equipment, surface access, water, fuel and power; environmental liabilities, evolving environmental requirements and the effects of climate change; political, economic, legal, regulatory and tax risks associated with operations in Morocco and Côte d’Ivoire; fluctuations in commodity prices, foreign exchange rates, inflation and capital market conditions; competition, dependence on key personnel and risks associated with joint venture arrangements and other third-party agreements; information systems and cybersecurity risks; operating hazards and uninsurable risks associated with mineral exploration and development; and those other risk factors discussed under the heading “Risks and Uncertainties” in Sama’s most recent management’s discussion and analysis and other continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca.
Although management believes that the expectations and assumptions underlying these forward-looking statements are reasonable as of the date of this news release, there can be no assurance that they will prove correct or that the anticipated events or results will occur. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements in this news release are made as of its date and are expressly qualified in their entirety by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise .
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.
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