Mr. Andrew Dinning reports

SARAMA ANNOUNCES EQUITY PLACEMENT OF UP TO A$2M AND ISSUE OF EQUITY FOR DEBT

Sarama Resources Ltd. has received binding commitments to undertake a $2-million (Australian) (before costs) equity placement.

Funds raised will be used to undertake exploration activities as well as for general administration and working capital purposes. The placement was well supported by existing shareholders and professional and sophisticated investors.

The placement will comprise the issue of up to 66,666,666 Chess depository interests (CDIs) at an issue price of three Australian cents per CDI to raise gross proceeds of up to $2-million (Australian). The issue price represents an approximately 15-per-cent discount to Sarama's 10-day volume-weighted average price and a 21-per-cent discount to the last-traded CDI price on the Australian Securities Exchange (ASX) on Monday, Nov. 18, 2024, of 3.8 Australian cents, and an approximately 24-per-cent discount to Sarama's 10-day volume-weighted average price and a 7-per-cent discount to the last-traded share price on the TSX Venture Exchange on Friday, Nov. 15, 2024, of three Canadian cents. 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 placement CDIs will be issued pursuant to the shareholder approval obtained at the annual general meeting.

Subject to the receipt of shareholder approval, Sarama will issue one free attaching unlisted option for every four new CDIs issued pursuant to the placement. Each placement option will be exercisable at nine Australian cents and will expire on Nov. 30, 2028.

Australian resources brokers Ventnor Securities Pty. Ltd. and RM Capital will act as adviser and lead manager for the placement and will receive up to 14 million brokers' options, depending on quantum of funds raised, at an exercise price of nine Australian cents each and expiring on Nov. 30, 2028. Ventnor Securities will also receive a capital-raising fee of 6 per cent of funds raised. The issue of the brokers' options is subject to shareholder approval.

The placement comprises two tranches:

• Tranche 1 consists of 66,666,666 new CDIs, which will be issued pursuant to the approval granted by shareholders at the annual general meeting held on Sept. 11, 2024. The company expects to complete allotment of the new CDIs under tranche 1 by Nov. 27, 2024.
• Tranche 2 consists of up to 16,666,666 placement options and up to 14 million brokers' options, which are subject to shareholder approval at a special meeting of shareholders anticipated to be held in late January, 2025. No funds will be received from tranche 2.

The placement remains subject to the approval of the TSX-V.

Members of Sarama's board and management do not intend to subscribe for any CDIs in the placement; however, concurrent with the placement, the company's executives and non-executive directors have agreed to receive a portion of their deferred salaries and directors' fees, in an aggregate amount of $393,981.18 (Australian), in common shares or CDIs of the company.

In September, 2023, the company's executives and non-executive directors agreed to suspend the payment of salaries and fees to ensure the company had sufficient financial resources to work through the period of uncertainty created by the illegal withdrawal of the company's rights to the Tankoro 2 exploration permit in August, 2023.

The company intends to issue shares (CDIs) and warrants (options) on the same terms as the placement in part settlement of deferred executive salaries and directors' fees, subject to the ASX listing rules and the prior approval of the TSX-V.

Pursuant to the requirements of the TSX-V, the company has sought approval to implement this shares-for-debt arrangement to issue up to 13,132,706 shares (CDIs) and 3,283,174 warrants (options) to the executives and non-executive directors. The deemed issue price of each common share (CDI) is three Australian cents, which is equivalent to the issue price of the placement detailed herein. One warrant (or option) will also be issued for every four common shares or CDIs issued as part settlement of deferred executive salaries and fees, exercisable at nine Australian cents and expiring Nov. 30, 2028. The issuance of the compensation equity is subject to prior disinterested shareholder approval, as required by the listing rules of the ASX, which will be sought at the special meeting, expected to be held in late January, 2025. The application for the shares-for-debt arrangement remains subject to the approval of the TSX-V. The TSX-V application must be lodged within 30 days of the proposed date of issue of the compensation equity. However, as shareholder approval is required and the associated notice is to be included in the information circular (for which preparation and mail to shareholders is greater than the 30 days required for the application), the application was made on Nov. 20, 2024. The closing price of the company's common shares as traded on the TSX-V on Nov. 15, 2024, was three cents. Following the issuance of the compensation equity, Sarama will have 336,070,521 common shares, 19,431,664 stock options and 46,449,840 warrants issued and outstanding.

We seek Safe Harbor.