Mr. Andrew Dinning reports
SARAMA COMPLETES TRANCHE 3 PLACEMENT & ASX CLEANSING NOTICE
 On Oct. 21, 2025, Sarama Resources Ltd. completed the third tranche of the previously announced $2.7-million (Australian) equity placement (refer to Sarama's news releases dated June 30, 2025, and July 10, 2025).
The third tranche of the placement (Tranche 3) raised total proceeds of $100,000 (Australian) through the issuance of 3,333,333 chess depositary interests (CDIs) at an issue price of three Australian cents per CDI. In addition, 1,111,111 free attaching unlisted options were issued, each exercisable at nine Australian cents and expiring on Nov. 30, 2028. The CDIs and placement options under Tranche 3 were issued to director Andrew Dinning, subject to shareholder approval in accordance with Australian Securities Exchange listing rules. This approval was obtained at the special meeting held on Oct. 2, 2025, in Vancouver (Oct. 3, 2025, Perth time).
The first tranche of the placement, completed on July 9, 2025, raised aggregate gross proceeds of $2.6-million (Australian) with the company issuing 86,666,667 CDIs at an issue price of three Australian cents per CDI.
The second tranche of the placement, completed on Oct. 7, 2025, consisted of 28,888,889 free attaching unlisted options to subscribers of the placement and 19,166,666 broker options, with each option exercisable at nine Australian cents and expiring on Nov. 30, 2028.
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.
Members of Sarama's board and management subscribed for an aggregate 4,999,999 CDIs in the placement (inclusive of the CDIs issued to Mr. Dinning in Tranche 3).
The placement remains subject to the final approval of the TSX Venture Exchange. The CDIs issued to Sarama's management and to Mr. Dinning under Tranche 1 and Tranche 3 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.
The placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the placement securities within the United States or to, or for the account or benefit of, U.S. persons (as defined under Regulation S under the U.S. Securities Act), nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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