Mr. Andrew Dinning reports

SARAMA RESOURCES COMPLETES MT VENN GOLD PROJECT ACQUISITION

Sarama Resources Ltd. has completed the previously announced acquisition of a majority interest (1) in the underexplored, belt-scale 420-square-kilometre Mt. Venn project (2), located in the eastern goldfields of Western Australia.

This follows Sarama's acquisition of a majority interest (3) in the nearby Cosmo gold project in December, 2024. Together, these acquisitions create a 1,000-square-kilometre landholding covering two well-positioned and underexplored greenstone belts in the Laverton gold district, an area that is known for prolific gold endowment and significant recent discoveries.

Highlights:

• Completion of transaction for Sarama to acquire a majority interest (1) in, and control of, the Mt. Venn gold project in Western Australia;
• Located in the prolific Laverton gold district, 35 kilometres (km) from the producing Gruyere gold mine and less than 20 km from Gold Road's Golden Highway deposit;
• Project covers 420 square km and features a favourable litho-structural setting, primarily in greenstone rocks;
• Includes regional shear zone of approximately 50 km strike length and one to three km width extending full length of greenstone belt;
• Advanced gold targets generated through historical exploration, including broad drill-defined gold mineralization;
• Creates 1,000 square km exploration position in the Laverton gold district, capturing 100 km of strike length;
• Mt. Venn is 40 km from Sarama's Cosmo project (3), which is target-rich and hosts approximately 45 km strike of gold trends up to 1.8 km in width (6);
• Initial exploration to be advanced by the recent equity raise of $2.7-million (Australian).

Sarama's executive chairman, Andrew Dinning, commented:

"We are very pleased to have completed the acquisition of a majority interest in the Mt. Venn project, significantly expanding our footprint in the Laverton gold district and consolidating a 1,000 square km landholding with strong discovery potential, in a region that has delivered multiple high-quality gold deposits, including the nearby Gruyere deposit.

"Mt. Venn lies just 40 km from our Cosmo gold project (3), with both showing strong gold anomalism. Cosmo hosts approximately 45 km of mineralized gold trends up to 1.8 km wide (6), while Mt. Venn's soil sampling, historic workings, early drilling and polymetallic nature highlight potential for a large-scale mineralized system. We see considerable exploration upside across both projects and, with compelling targets already identified, we look forward to unlocking their value through focused and systematic exploration."

Mt. Venn project

The project comprises three contiguous exploration tenements covering approximately 420 square km in the eastern goldfields of Western Australia, approximately 110 km northeast of Laverton and 35 km west of the regionally significant Gruyere gold mine (4). The project is readily accessible via the Great Central Road, which services the regional area east of Laverton.

The project captures the majority of the underexplored Jutson Rocks greenstone belt over a strike length of approximately 50 km. Rocks within the belt feature a diverse sequence of volcanic lithologies of varying composition, together with pyroclastics and metasediments. Several internal intrusive units have been identified throughout the project and are commonly associated with local structural features. A regionally extensive shear zone, spanning one to three km in width, extends the entire length of the belt with subordinate splays interpreted in the southern area of the project, which provides a favourable structural setting for mineralization.

Gold mineralization was first discovered in the 1920s with sampling returning very high grades and prompting the commencement of small-scale mining operations in the mid 1920s. Multiple gold occurrences have since been identified throughout the project, demonstrating the prospectivity of the system. Despite the identification of several kilometre-scale gold-in-soil anomalies by soil geochemistry and auger drilling, many of these targets are yet to be properly tested. Encouragingly, drilling by Cazaly Resources Ltd. at the project intersected broad, gold mineralization over several fences in weathered and fresh rock at the Three Bears prospect, presenting a priority target for exploration (Cazaly news release dated Feb. 27, 2017: "Widespread Gold & Zinc Mineralisation Defined").

In addition to the attractiveness of the project for gold, it is considered prospective for base metals and platinum group elements. Historical exploration work, including auger geochemistry and geophysical surveys, identified numerous targets for copper, nickel and zinc mineralization. Several of these targets remain untested due to historical financing and land access constraints. Exploration in the belt to the immediate south of the project area is noted to have intersected copper mineralization of significant grade over a significant strike length (5).

In summary, the project is located within a prolific gold district and has a favourable lithological and structural setting. A solid database of base-level historical exploration work by previous operators, including generation of drill-ready targets, provides a good platform for Sarama to advance the project in conjunction with its activities at the Cosmo project. The size and prospectivity of the landholding that Sarama has in the Laverton gold district significantly enhances the chances of making an economic discovery, particularly given the infrastructure and proliferation of mines in the region, which will have a favourable impact on the size threshold for finding something of economic value.

Transaction and joint venture summary

Transaction details

Pursuant to the binding asset sale and purchase agreement executed by Sarama and a 100-per-cent-owned subsidiary with Orbminco Ltd. and a 100-per-cent-owned subsidiary on Jan. 26, 2025, Sarama has acquired Orbminco's 80-per-cent interest in the project, with the remaining 20-per-cent interest continuing to be held by Cazaly. The project is operated under an unincorporated joint venture (JV) and Sarama, via a 100-per-cente-owned subsidiary, is operator and manager of the JV. Orbminco does not hold any residual interest in the project.

As consideration for the assignment of its interests in the JV, Orbminco or its nominee has received 12 million CHESS depository instruments (CDIs) in Sarama. Each consideration security issued to Orbminco or its nominee in connection with the transaction will rank equally with existing Sarama CDIs, and each consideration security will represent a beneficial interest of one common share in Sarama.

The following information is provided for exchange compliance purposes:

• The transaction's asset sale and purchase agreement was executed Feb. 26, 2025, and was announced via a news release disseminated on TSX Venture Exchange newswire services and Australian Securities Exchange platform on Feb. 27, 2025. The transaction is being conducted at arm's length and no finders' fees are payable.
• In consideration for Sarama, via a 100-per-cent-owned subsidiary, acquiring all of Orbminco's 80-per-cent interest in the project, Sarama has provided the following consideration:
  • Cash payment of $20,000 (Australian) for exclusivity fee to Orbminco;
  • Issuance to Orbminco of the consideration securities;
  • Cash payments on behalf of Orbminco for project annual exploration licence government rental fees totalling approximately $39,900 (Australian).
• Sarama advises it has issued news releases in relation to the acquisition of an interest in the project on Jan. 13, 2025, Feb. 27, 2025, and June 30, 2025.

Project joint venture structure

The project is currently in exploration phase, and is now operated by Sarama's subsidiary as an unincorporated joint venture in which Sarama and Cazaly hold interests of 80 per cent and 20 per cent, respectively. The JV agreement grants Sarama's subsidiary exclusive right of access to the project to conduct exploration and feasibility activities. The JV agreement currently covers mineral tenements E38/3111, E38/3150 and E38/3581 for a total area of approximately 420 square km.

Sarama's subsidiary is responsible for all costs incurred by the JV until the completion of a prefeasibility study on the project. At that point, Cazaly may elect to start contributing its pro rata share of future JV expenditure to maintain its 20-per-cent interest or alternatively elect to withdraw from the JV. In the event that Cazaly withdraws, its interest will be transferred to Sarama's subsidiary and it will be granted a 2-per-cent net smelter return (NSR) royalty on minerals extracted from the project.

Following the end of the free carry period and in the event Cazaly has elected to contribute its pro rata share of project costs, the JV participants will be subject to industry standard contribute or dilute provisions in respect of their interests. In the event a JV participant's interest falls below 5 per cent, it will be deemed to have withdrawn from the JV and its interest automatically converted to a 2-per-cent NSR royalty on minerals extracted from the project.

The JV agreement includes customary protections for the participants associated with, but not limited to, surrender of mineral tenements, disposals of JV property and assets, material revisions to approved work programs and budgets, change of operatorship, and decision to mine.

(1) The Mt. Venn project's exploration licences are held 80 per cent by Sarama (via a subsidiary) and 20 per cent by Cazaly, reflecting the parties' joint venture interests.

(2) The project comprises the following contiguous exploration licences: E38/3111, E38/3150 and E38/3581, covering approximately 420 square km.

(3) The Cosmo project's exploration licences are held 80 per cent by Sarama (via a subsidiary) with the exception of E38/2274 for which Sarama holds an effective 60-per-cent interest. The tenements in which Sarama has acquired an 80-per-cent interest account for approximately 80 per cent of the total area of the project. For a period of two years following completion of the transaction in relation to Sarama's acquisition of an interest in the Cosmo project, Sarama has the right to acquire the vendors remaining 20-per-cent interest, which would result in Sarama having an aggregate 100-per-cent interest, in all the project's exploration licences (with the exception of exploration licence E38/2274, which would be held 75 per cent by Sarama and 25 per cent by an existing joint tenement holder in the event that Sarama exercises the option to acquire the vendor's remaining interest in the project).

(4) Gruyere project mineral resources, December, 2023: 113.3 million tonnes (t) at 1.32 grams per tonne (g/t) gold (Au) for 4.8 million ounces (oz) Au (measured and indicated) and 68.6 million t at 1.44 g/t Au for 3.2 million oz (inferred) (December, 2023, quarterly report, Gold Road Resources Ltd., Jan. 29, 2024).

(5) Cosmo Metals Ltd. news release, Nov. 4, 2022.

(6) Sarama Resources news release, June 10 2025.

Qualified person's statement

Scientific or technical information in this disclosure that relates to exploration is based on information compiled or approved by Paul Schmiede. Mr. Schmiede is an employee of Sarama Resources and is a fellow in good standing of the Australasian Institute of Mining and Metallurgy. Mr. Schmiede has sufficient experience which is relevant to the commodity, style of mineralization under consideration and activity, which he is undertaking to qualify as a qualified person under National Instrument 43-101. Mr. Schmiede consents to the inclusion in this news release of the information in the form and context in which it appears.

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