Mr. Andrew Dinning reports

SARAMA COMPLETES SECOND TRANCHE OF PLACEMENT TO ADVANCE PEA

Sarama Resources Ltd., on June 14, 2023, closed the tranche 2 delivery-versus-payment (DvP) portion of its previously announced $2.0-million (Australian) equity placement (refer to Sarama's news releases dated April 3, 2023, and April 13, 2023).

The tranche 2 DvP portion of the placement raised aggregate gross proceeds of $262,436 (Australian) with the company issuing 2,624,360 chess depository instruments (CDIs) at an issue price of 10 Australian cents per CDI. Each new CDI issued under the placement will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in one common share of the company. The company has also issued 1,312,180 free attaching unlisted options, being one placement option for every two new CDIs issued pursuant to tranche 2 DvP portion of the placement.

Tranche 1 of the placement, completed on April 13, 2023, raised aggregate gross proceeds of $1,375,000 (Australian) with the company issuing 13.75 million CDIs at an issue price of 10 Australian cents per CDI. The company also issued 6,875,000 placement options. Each placement option will be exercisable at 15 Australian cents and will expire on April 13, 2026.

The tranche 2 DvP portion of the placement was issued to institutional and other sophisticated and professional investors upon receipt of shareholder approval, as required by the Australian Securities Exchange listing rules, at its annual general meeting held on June 6, 2023 (Vancouver time) (June 7, 2023 (Perth time)). An appendix 2A was announced to the ASX on June 14, 2023, and provides further detail on the issue of the tranche 2 DvP placement CDIs.

The remaining tranche 2 non-DvP portion of gross proceeds of $362,564 (Australian) is anticipated to close by June 16, 2023.

The net proceeds from the placement are intended to be used to complete a preliminary economic assessment (PEA) to evaluate an accelerated multistage development at the Sanutura project and to finance administration and general working capital costs.

Sarama's chief executive officer, Andrew Dinning, commented:

"We are very pleased with the strong support shown from our existing shareholders and welcome a number of new institutional, professional and sophisticated investors. The strong support shown by existing shareholders supports the company's view that Sarama remains one of the best value gold developers in the market.

"The funds raised will be used to evaluate an accelerated multistage development at the Sanutura project, which we believe has the potential to generate a very compelling investment case based on the extensive oxide resource and related grade and cost profile."

In connection with tranche 2 DvP portion of the placement, Sarama paid finders' fees totalling $15,407 (Australian) to Euroz Hartleys Ltd., an arm's-length party in accordance with the policies of the TSX Venture Exchange, who acted as sole lead manager and bookrunner to the placement.

Members of Sarama's board and management have subscribed for an aggregate 500,000 CDIs (together with the attaching placement options) in the placement. Each of the directors and officers who participates in the placement will be a related party of the company within the meaning of that term in Canadian Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions. Participation by them in the placement is therefore a related party transaction within the meaning of MI 61-101. Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company was exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the placement due to the fair market value of their participation being below 25 per cent of the company's market capitalization for the purposes of MI 61-101. The company will file a material change report in respect of the placement, which will detail the participation by any directors and officers of the company. It is expected that the material change report will be filed more than 21 days prior to the completion of the placement in respect of any participating directors and officers. Each of the directors and officers who participate in the placement will be subject to an exchange hold period imposed by the TSX Venture Exchange on the CDIs and placement options issued to such persons. The exchange hold period will expire four months from the date of issue of the securities.

Cleansing notice under Section 708A(5)(e) of the Australian Corporations Act 2001 (Cth)

The Australian Corporations Act 2001 (Cth) restricts the offer for sale of securities without a disclosure document unless the relevant sale satisfies an exemption set out in Section 708 or Section 708A of the Australian Corporations Act. The Australian and Securities Investments Commission class order (CO 14/827) provides relief so that an offer of CDIs over underlying foreign securities is regulated as an offer of securities under the Australian Corporations Act. The company seeks to rely on an exemption in Section 708A of the Australian Corporations Act (as modified by the class order) with respect to any sale of the CDIs.

As required by Section 708A(5)(e) of the Australian Corporations Act as modified by the class order, the company gives notice that:

1. The CDIs were issued without disclosure to investors under Part 6D.2 of the Australian Corporations Act.
2. The company, as at the date of this notice, has complied with:
   1. The provisions of Section 601CK of the Australian Corporations Act as they apply to the company;
   2. Sections 674 and 674A of the Australian Corporations Act.
3. As at the date of this notice, there is no information, for the purposes of sections 708A(7) and 708A(8):
   1. That has been excluded from a continuous disclosure notice in accordance with the ASX listing rules;
   2. That investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
      1. The assets and liabilities, financial position and performance, profits and losses, and prospects of the company;
      2. Or the rights and liabilities attaching to the CDIs.

Where applicable, references in this notice to sections of the Australian Corporations Act are to those sections as modified by the class order.

About Sarama Resources Ltd.

Sarama is a West African focused gold explorer/developer with substantial landholdings in southwest Burkina Faso. Sarama is focused on maximizing the value of its strategic assets and advancing its key projects toward development.

Sarama's 100-per-cent-owned Sanutura project is principally located within the prolific Hounde greenstone belt in southwest Burkina Faso and is the exploration and development focus of the company. The project hosts the Tankoro and Bondi deposits, which have a combined mineral resource of 600,000 ounces gold (indicated) plus 2.3 million ounces gold (inferred).

Together, the deposits present a potential mine development opportunity featuring an initial, long-life CIL (carbon-in-leach) project, which may be established and paid for by the significant oxide mineral resource base.

Sarama has built further optionality into its portfolio, including an approximately 470-square-kilometre exploration position in the highly prospective Banfora belt in southwestern Burkina Faso. The Koumandara project hosts several regional-scale structural features and trends of gold-in-soil anomalism extending for over 25 kilometres along strike.

Sarama also holds an approximately 18-per-cent participating interest in the Karankasso project joint venture (JV), which is situated adjacent to the company's Sanutura project in Burkina Faso and is a JV between Sarama and Endeavour Mining Corp., in which Endeavour is the operator of the JV. In February, 2020, an updated mineral resource estimate of 709,000 ounces gold was declared for the Karankasso project JV.

The company's board and management team have a record in Africa and a strong history in the discovery and development of large-scale gold deposits. Sarama is well positioned to build on its current success with a sound strategy to surface and maximize the value of its property portfolio.

We seek Safe Harbor.