Mr. Andrew Dinning reports

SARAMA COMPLETES SECOND AND FINAL TRANCHE OF PLACEMENT

On April 17, 2024, Sarama Resources Ltd. completed the previously announced $520,000 (Australian) equity placement (refer to Sarama news releases dated Dec. 18, 2023, and Dec. 22, 2023).

The second and final tranche of the placement raised aggregate gross proceeds of $50,000 (Australian) with the company issuing 2.5 million Chess depository instruments (CDIs) at an issue price of two cents per CDI to a director, Andrew Dinning. The issuance of the CDIs to Mr. Dinning was subject to shareholder approval, as required by the Australian Securities Exchange (ASX) listing rules, which was obtained at a special meeting held on April 11, 2024. 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 1 of the placement, completed on Dec. 22, 2023, raised aggregate gross proceeds of $470,000 (Australian) with the company issuing six million common shares and 17.5 million CDIs at an issue price of two Australian cents per security.

Members of Sarama's board and management subscribed for an aggregate 6.25 million CDIs in the placement.

Each of the directors and officers who participated in the placement is a related party of the company within the meaning of that term in 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 filed material change reports in respect of the placement, which detail the participation by directors and officers of the company. The material change reports were filed less than 21 days prior to the completion of each tranche of the placement, which the company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the placement in an expeditious manner. Each of the directors and officers who participated in the placement is subject to an exchange hold period imposed by the TSX Venture Exchange on the CDIs issued to such persons. The exchange hold period expires four months from the date of issue of the securities.

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

Funds raised from the placement will be used to sustain Sarama while it focuses on maximizing value from its existing asset base in Burkina Faso and 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.

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

The corporations act 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. 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 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 6D.2 of the corporations act.
2. The company, as at the date of this notice, has complied with:
   1. The provisions of Section 601CK of the corporations act as they apply to the company;
   2. Section 674 and Section 674A of the corporations act.
3. As at the date of this notice, there is no information, for the purposes of Section 708A(7) and Section 708A(8):
   1. That has been excluded from a continuous disclosure notice in accordance with the ASX (Australian Securities Exchange) 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 corporations act are to those sections as modified by the class order.

We seek Safe Harbor.