Mr. Andrew Dinning reports

SARAMA COMPLETES TRANCHE 1 EQUITY PLACEMENT AND ASX CLEANSING NOTICE

On July 9, 2025, Sarama Resources Ltd. closed tranche 1 of its previously announced $2.7-million (Australian) equity placement (refer to Sarama's news release dated June 30, 2025).

Tranche 1 of the placement raised aggregate gross proceeds of $2.6-million (Australian) with the company issuing 86,666,667 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 30 million free attaching unlisted options and 19,166,666 broker options, with each option exercisable at nine Australian cents and expiring on Nov. 30, 2028. Tranche 2 of the placement will also consist of 3,333,333 CDIs and 1,111,111 attaching options (which are included in the total number of placement options specified above) to a director, Andrew Dinning (director CDIs). The issuance of the options (including the placement options being issued to Mr. Dinning) and the director CDIs is subject to shareholder approval at a general meeting expected to be held in September, 2025. Funds to be received from tranche 2 will be $100,000 (Australian).

The placement was issued to existing shareholders and new institutional and other sophisticated and professional investors.

Funds raised will be principally used to finance exploration activities, including infill soil geochemistry and the company's maiden drilling campaign at its belt-scale Cosmo gold project in the Eastern Goldfields of Western Australia. Proceeds will also finance general working capital requirements as the company continues to progress its arbitration claim against the government of Burkina Faso. 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 capital raising fee and management fee of $122,708 (Australian) was paid to Powerhouse Advisory Australia Pty. Ltd. in connection with the closing of tranche 1 of the placement.

Members of Sarama's board and management have subscribed for an aggregate 4,999,999 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 a meeting of shareholders of the company to be held in September, 2025.

The placement remains subject to the final approval of the TSX Venture Exchange. The CDIs issued to Sarama's management under tranche 1 of the placement are subject to the TSX-V's four-month hold period. All other subscribers under tranche 1 of the placement were not subject to any hold periods as they were located outside of Canada.

Each director or officer that participates in the placement 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 (MI 61-101). Participation by them in the placement is therefore a related party transaction within the meaning of MI 61-101. Pursuant to Section 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 such directors or officer of the company. A material change report will be filed less than 21 days prior to the completion of the placement in respect of any participating directors and officers, which is consistent with market practice and the company deems reasonable in the circumstances. Each of the directors and officers who participate in the placement will be subject to a TSX-V hold period imposed by the TSX-V on the CDIs issued to such persons. The TSX-V hold period will expire four months from the date of issue of the securities.

We seek Safe Harbor.