The following is a glossary of certain terms used in this website and in the Company's reglatory filings.
- "5R Agreement"
- means the stock purchase agreement dated March 31, 2011 between Estanislao Auriemma, Martin Auriemma, 5R S.A. and the Corporation.
- "ACA Howe"
- means ACA Howe International Limited.
- "Ag"
- means silver.
- "Au"
- means gold.
- "Articles"
- means the memorandum and articles of association of the Corporation, as expected to be amended immediately prior to the Closing Date.
- "Audit Committee"
- means a committee established by the board of directors of a corporation to act as a liaison between the auditors, management and the board of directors of a corporation, to ensure that the auditors of the corporation have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations and to oversee the accounting and financial reporting processes of the corporation.
- "Audited Financial Statements"
- means the Corporation's audited financial statements and related notes thereto for the year ended December 31, 2010 and for the period from June 16, 2009 to December 31, 2009.
- "Board"
- means the board of directors of the Corporation.
- "BVI Act"
- means the Business Companies Act, 2004 (British Virgin Islands).
- "CDS"
- means CDS Clearing and Depository Services Inc.
- "Closing Date"
- means the date of closing of the Offering.
- "Common Shares"
- means the common shares in the capital of the Corporation.
- "Consolidated Adjusted WorkingCapital"
- means the consolidated working capital of the Corporation adjusted to exclude the non-cash items of the deferred consideration in the form of Common Shares having an aggregate value of US$2.7 million due to Antonio Barradas and Osvaldo DiGiorgio, pursuant to the Samco Stock Purchase Agreement.
- "Corporation"
- means Samco Gold Limited, a corporation incorporated under the laws of the British Virgin Islands, and its wholly owned Argentinean subsidiaries, Samco Gold S.A. and 5R S.A., when the context requires.
- "EIR"
- means environmental impact report.
- "El Dorado Consideration"
- means the sum of US$750,000 due to the vendors pursuant to the 5R Agreement, as more particularly described under the heading "Description of the Business".
- "Escrow Agreement"
- means the escrow agreement among the Corporation, the Transfer Agent and the holders of escrowed securities, to be dated the Closing Date.
- "Exchange"
- means the TSX Venture Exchange.
- "Financial Statements"
- means the Audited Financial Statements and the Corporation's unaudited condensed and consolidated interim financial statements and related notes thereto for the three months ended March 31, 2011 and 2010.
- "Grasta"
- means Grasta Petroleo S.A.
- "ha"
- means hectare.
- "IFRS"
- means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee
- "km"
- means kilometres.
- "Loan Agreement"
- means the loan agreement dated June 12, 2009 between Samco Resources Limited and Samco Gold S.A., as amended and as assigned to the Corporation.
- "m"
- means metres.
- "MD&A"
- means Management's Discussion and Analysis.
- "Mining Code"
- means the Argentinean National Mining Code enacted in 1997, as amended.
- "Named Executive Officers"
- means the Corporation's Executive Chairman, Chief Executive Officer and Chief Financial Officer.
- "NI 43-101"
- means National Instrument 43-101 Standards of Disclosure for Mineral Projects.
- "NI 52-110"
- means National Instrument 52-110 Audit Committees.
- "NP 11-202"
- means National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.
- "NP 46-201"
- means National Policy 46-201 Escrow for Initial Public Offerings.
- "Offering"
- means the proposed distribution of n Common Shares in the capital of the Corporation at the Offering Price.
- "Offering Price"
- means $n per Common Share.
- "Options"
- means options to purchase Common Shares of the Corporation granted under the Plan.
- "Plan"
- means the Corporation's stock option plan adopted by the Board on May 25, 2011.
- "Properties"
- means the SGSA Properties and the El Dorado-Monserrat properties located in the Province of Santa Cruz, Argentina and described in the Technical Report.
- "Prospectus"
- means this preliminary prospectus dated May 25, 2011.
- "Samco Stock Purchase Agreement"
- means the stock purchase agreement dated March 31, 2011 between Antonio Barradas, Osvaldo DiGiorgio, Charles Koppel, the Corporation and Samco Investments Limited.
- "SGSA Properties"
- means the Judite, Corina, Ginette, Giancarla, Maribel I, Judite I and Judite II properties described in the Technical Report.
- "SRL"
- means Samco Resources Limited.
- "Tax Act"
- means the Income Tax Act (Canada) and the regulations thereunder, as amended.
- "Technical Report"
- means the technical report entitled "Technical Report on a Portfolio of Exploration Properties in Santa Cruz Province, Argentina" dated May 20, 2011, prepared for the Corporation by Dr. David Patrick of A.C.A. Howe International Limited.
- "Underwriters' Commission"
- means the cash commission to be paid to the Underwriters equal to 7% of the gross proceeds from the sale of the Common Shares pursuant to the Offering.
- "Underwriters' Warrant Shares"
- means that number of Common Shares equal to 7% of the number of Common Shares sold pursuant to the Offering, which are issuable upon exercise of the Underwriters' Warrants.
- "Underwriters' Warrants"
- means that number of non-transferable Underwriters' warrants equal to 7% of the number of Common Shares sold pursuant to the Offering; each Underwriters' Warrant entitles the holder thereof to acquire one additional Common Share at the Offering Price for a period of 24 months after the closing of the Offering.
- "Underwriters"
- means Stifel Nicolaus Canada Inc., GMP Securities L.P. and Canaccord Genuity Corp.
- "Underwriting Agreement"
- means the underwriting agreement between the Corporation and the Underwriters dated n, 2011.
- "U.S. Securities Act"
- means the United States Securities Act of 1933, as amended.