Mr. Andrew Dinning reports

SARAMA COMPLETES A$2M EQUITY PLACEMENT AND ASX CLEANSING NOTICE

On Nov. 29, 2024, Sarama Resources Ltd. closed tranche 1 of its previously announced $2-million (Australian) equity placement (refer to Sarama's news release dated Nov. 21, 2024.

Tranche 1 of the placement raised aggregate gross proceeds of $2-million (Australian) with the company issuing 66,666,666 chess depository instruments (CDIs) at an issue price of three 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. Tranche 2 of the placement will consist of 16,666,666 free attaching unlisted options and 14 million broker options, with each option exercisable at nine Australian cents and expiring on Nov. 30, 2028. The issuance of the options is subject to shareholder approval at a general meeting expected to be held in late January/early February, 2025. No funds will be received from tranche 2.

The placement was issued to institutional and other sophisticated and professional investors pursuant to the shareholder approval obtained at Sarama's annual general meeting held on Sept. 11, 2024.

Funds raised from the placement will be used for exploration activities, general working capital purposes, and for general and administration 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. A management corporate fee and broker commission of $120,000 (Australian) was paid to Ventnor Capital Pty. Ltd. in connection with the closing of tranche 1 of the placement.

Proceeds from the placement will not be used to finance fees and expenses related to the company's damages claim in respect of an investment dispute with Burkina Faso, which is subject to arbitration proceedings. These costs are fully funded via a $6.7-million (Australian) non-recourse loan facility (refer to Sarama's news release dated Oct. 24, 2024).

The placement remains subject to the final approval of the TSX Venture Exchange. The CDIs issued under tranche 1 of the placement were not subject to any TSXV hold periods as all subscribers under tranche 1 of the placement were located outside of Canada.

Members of Sarama's board and management did not subscribe for any CDIs in the placement; however, concurrent with the placement and subject to exchange and shareholder approval, the company's executives and non-executive directors intend to receive a portion of their deferred salaries and director fees, in an aggregate amount of approximately $394,000 (Australian), in CDIs of the company (the compensation securities). 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 Burkina Faso in August, 2023. The company intends to issue the compensation securities at the same price as the placement (however, attaching options will no longer be included).

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: a) the provisions of section 601CK of the Corporations Act as they apply to the company; and b) sections 674 and 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 708A(8): a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of: (i) the assets and liabilities, financial position and performance, profits and losses, and prospects of the company; or(ii) 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.

This announcement was authorised by the board of Sarama.

We seek Safe Harbor.