Mr. Andrew Dinning reports

SARAMA COMPLETES TRANCHE 1 EQUITY PLACEMENT AND ASX CLEANSING NOTICE

On Dec. 22, 2023, Sarama Resources Ltd. closed tranche 1 of its previously announced $520,000 (Australian) equity placement (refer to Sarama news release dated Dec. 18, 2023).

Tranche 1 of the placement raised aggregate gross proceeds of $470,000 (Australian) with the company issuing six million common shares and 17.5 million Chess depository instruments (CDIs, and together with the common shares, the securities) at an issue price of two Australian cents per security. 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. Tranche 2 of the placement will consist of the remaining 2.5 million CDIs, which have been subscribed for by a director, Andrew Dinning. The issuance of the CDIs pursuant to tranche 2 will be subject to shareholder approval at a general meeting expected to be held in February, 2024. Total funds received from tranche 2 are expected to be $50,000 (Australian).

The placement was issued to institutional and other sophisticated and professional investors under its existing placement capacity under Australian Securities Exchange listing rules 7.1 and 7.1A.

Members of Sarama's board and management have subscribed for an aggregate 6.5 million CDIs in the placement (inclusive of the CDIs to be issued to Mr. Dinning in tranche 2). Tranche 2 of the placement is anticipated to occur shortly following the receipt of the necessary shareholder approvals at the general meeting to be held in February, 2024.

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 Security Holders 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. A 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 issued to such persons. The exchange hold period will expire four months from the date of issue of the securities.

The common shares issued under the private placement will be subject to a four-month hold period from the date of issue in accordance with applicable securities laws.

Funds raised from the private placement will be used to sustain Sarama while it focuses on maximizing value from its existing asset base in Burkina Faso, advancing potential opportunities outside Burkina Faso, and to finance administration and general working capital costs. None of the proceeds from the placement will be used for payments to non-arm's-length parties or persons conducting investor relations activities.

Notice under Section 708A(S)(e) of the Corporations Act 2001 (Cth)

The 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 corporations act. ASIC 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 corporations act. The company seeks to rely on an exemption in Section 708A of the 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 corporations act as modified by the class order, the company gives notice that:

1. The CDIs were issued without disclosure to investors under Part 60.2 of the corporations act.
2. The company, as at the date of this notice, has complied with:
   • The provisions of Section 601CK of the corporations act as they apply to the company;
   • Sections 674 and 674A of the corporations act.
3. As at the date of this notice, there is no information, for the purposes of sections 708A(7) and 708A(8):
   • That has been excluded from a continuous disclosure notice in accordance with the ASX listing rules;
   • That investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
     • The assets and liabilities, financial position and performance, profits and losses, and prospects of the company;
     • The rights and liabilities attaching to the CDIs.

About Sarama Resources Ltd.

Sarama Resources is a West African-focused gold explorer/developer with substantial landholdings in southwest Burkina Faso. The company's board and management team have a proven record in Africa and a strong history in the discovery and development of large-scale gold deposits.

We seek Safe Harbor.