Mr. Andrew Dinning reports

SARAMA COMPLETES ISSUE OF SHARES FOR DEBT AND ASX CLEANSING NOTICE

Sarama Resources Ltd., on Feb. 11, 2025, completed the issue of shares in part settlement of deferred executive salaries and director fees, as previously announced in a news release dated Nov. 21, 2024.

The share-for-debt arrangement comprised the issuance of 13,132,706 CHESS depository interests (CDIs) at a deemed issue price of three Australian cents per CDI, equivalent to $393,981.18 (Australian), as detailed in the attached table. Each new CDI issued will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in one common share of the company. The issuance of the shares for Debt was subject to TSX Venture Exchange and shareholder approval, which was obtained at the special meeting held on Feb. 4, 2025.

The compensation shares and shares for debt were issued upon receipt of shareholder approval, as required by the Australian Securities Exchange listing rules, at the meeting. An appendix 2A was announced to the Australian Securities Exchange on Feb. 11, 2025, and provides further detail on the issue of the compensation shares and shares for debt.

The share-for-debt arrangement will reduce the company's liabilities.

The CDIs issued are subject to a TSX Venture Exchange hold period of four months and one day from the date of issue of the CDIs.

Each of the directors and officers who participated in the share-for-debt issuance is 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 share-for-debt issuance 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 share-for-debt issuance 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 share-for-debt issuance, which will detail the participation by directors and officers of the company. The material change report will be filed less than 21 days prior to the completion of the issuance, which the company deems reasonable in the circumstances so as to complete the issuance in an expeditious manner.

Notice under Section 708A(5)(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 2001 (Cth). 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 2001 (Cth). The company seeks to rely on an exemption in Section 708A of the Corporations Act 2001 (Cth) (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 2001 (Cth) 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 2001 (Cth).
2. The company, as at the date of this notice, has complied with:
   1. The provisions of Section 601CK of the Corporations Act 2001 (Cth) as they apply to the company;
   2. Sections 674 and 674A of the Corporations Act 2001 (Cth).
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 Corporations Act 2001 (Cth) are to those sections as modified by the class order.

We seek Safe Harbor.