Sentient IV acquires convertible note of Samco Gold Limited

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, June 30, 2015 /CNW Telbec/Sentient Executive GP IV, Limited ("Sentient IV") announces that it has acquired control over a convertible promissory note in a principal amount of US$500,000 (the "Note") issued by Samco Gold Limited ("Samco"), on June 30, 2015. The Note matures on December 30, 2016 and bears interest at a rate of 12% per annum. The principal amount of the Note is convertible, at the option of Sentient IV, into fully paid and non-assessable common shares in the capital of Samco ("Samco Shares") at a conversion price of C$0.50 per share. Interest on the Note can be paid, at the option of Sentient IV, in Samco Shares valued at the market price (as that term is defined in the Note) of Samco Shares at the time of payment.

Assuming the conversion in full of the principal amount of the Note only, Sentient IV would acquire ownership and control over a maximum of 1,235,900 Samco Shares (using the Bank of Canada noon exchange rate on June 26, 2015, as per the terms of the Note), representing approximately 1.9% of the outstanding Samco Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Note only. As the number of Samco Shares issuable to Sentient IV as payment of interest on the Note is contingent, in part, upon future share prices and exchange rates, the number of Samco Shares that Sentient IV could acquire, should it trigger the payment of interest under the Note in Samco Shares, cannot be determined as at this time.

Sentient IV has control or direction over 12,949,200 common shares of Samco, representing approximately 19.9% of the issued and outstanding common shares of Samco, and the Note.

Assuming the conversion in full of the principal amount of the Note only, Sentient IV would acquire ownership and control over a maximum of 14,185,100 Samco Shares (including the 12,949,200 Samco Shares over which Sentient IV currently has control and using the Bank of Canada noon exchange rate on June 26, 2015, as per the terms of the Note). These combined holdings would represent approximately 21.4% of the outstanding Samco Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Note only. As the number of Samco Shares issuable to Sentient IV as payment of interest on the Note is contingent, in part, upon future share prices and exchange rates, the number of Samco Shares that Sentient IV could acquire, should it trigger the payment of interest under the Note in Samco Shares, cannot be determined as at this time.

Sentient IV acquired the Note for investment purposes only and not with a view to materially affecting control of Samco.

Sentient IV relied on section 2.10 of National Instrument 45-106 – Prospectus Exemptions for the purchase of the Note as the purchase price of the Note exceeds C$150,000 and was paid in cash.

 

SOURCE Sentient Executive GP IV, Limited

For further information: For further information or to obtain a copy of the Early Warning Report filed by Sentient IV, please contact Sue Bjuro at (345) 946-0933.


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