Section Rouge Media Inc. is acquiring Sama Resources Inc. subsidiary Sama Resources Guinea SARL for C$2.0 million in a reversetakeover deal to form a new graphite exploration and development company, accordingto a July 6 statement.

Sama Resources Guinea holds the exploration permit for the graphite project in Guinea.

Under the terms of the letter of intent, Section will fully acquireSama Resources Guinea for 20,000,000 of its common shares, at a deemed value of10 Canadian cents apiece.

Upon completion of the reverse takeover, the new company willbe named Sama Graphite Inc.

In connection with the deal, Section plans to undertake a privateplacement of its common shares at 10 cents apiece for gross proceeds of at leastC$500,000 up to C$1.0 million.

The parties are expected to sign definitive agreements no laterthan July 29, while the reverse takeover is slated for completion no later thanthe end of October.