Mr. Andrew Dinning reports

SARAMA RESOURCES ANNOUNCES PRIVATE EQUITY PLACEMENT OF A$1.5M

Sarama Resources Ltd. has received binding commitments for a private placement to raise $1.5-million (Australian) (before costs).

The placement was well supported by existing institutional, professional and sophisticated investors. Funds raised will be used to advance the company's copper-gold exploration projects in New South Wales, Australia, and for general working capital purposes as the company progresses its $242-million (U.S.) (plus interest) damages claim against the government of Burkina Faso.

The claim is being pursued through arbitration before the International Centre for Settlement of Investment Disputes, an organization of World Bank Group, and is financed through a $4.4-million (U.S.) non-recourse litigation financing facility, with legal representation provided by Boies Schiller Flexner (U.K.) LLP, a leading international law firm with extensive experience in investor-state arbitration and mining-sector disputes. The arbitration proceedings continue to advance as anticipated, with several key procedural milestones achieved, including confirmation of the procedural timetable, receipt of memorials and scheduling of the merits hearing for February, 2027.

Sarama's executive chairman, Andrew Dinning, commented: "We are very pleased with the support the placement received, particularly from existing shareholders. The placement ensures the company is funded to advance its NSW exploration projects, while also maintaining sufficient working capital to support ongoing progress of the company's arbitration claim against the government of Burkina Faso. We are also pleased that the arbitration process continues to advance as expected, with several key milestones achieved during the period, including importantly the hearing date now being set for February next year."

Private equity placement

The placement will comprise the issue of up to 42,857,142 CHESS depository interests at an issue price of 3.5 Australian cents per CDI to raise gross proceeds of up to $1.5-million (Australian). The issue price represents a 1-per-cent discount to the 15-day volume-weighted average price of 3.53 Australian cents and a 2.8-per-cent discount to the last traded CDI price on the Australian Securities Exchange on Friday, May 15, 2026, of 3.6 Australian cents, a 10.6-per-cent discount to Sarama's 15-day VWAP and a 16.6-per-cent discount to the last traded share price on the TSX Venture Exchange on Friday, May 15, 2026, of four Canadian cents. 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.

A 6-per-cent finder's fee will be paid on the value of equity directly procured by the finder.

Members of Sarama's board and management intend to subscribe for CDIs in the placement. Each of the directors and officers who participates in the placement will be 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 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 is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the offer 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 directors and officers of the company. A material change report will be filed fewer than 21 days prior to the completion of the placement in respect of any participating directors and officers, which the company deems reasonable in the circumstances so as to complete the issuance in an expeditious manner.

The placement is composed of two tranches:

• Tranche 1 consists of 40,521,428 new CDIs, which will be issued utilizing the company's placement capacity under Australian Securities Exchange listing Rule 7.1A.
• Tranche 2 consists of up to 2,335,714 CDIs, which are subject to shareholder approval at the annual general meeting of shareholders anticipated to be held late August, 2026.

The placement remains subject to the approval of the TSX-V.

Settlement of the placement is expected to occur on Monday, May 25, 2026, with CDIs expected to be allotted on Wednesday, May 27, 2026.

About Sarama Resources Ltd.

Sarama Resources is an exploration and development company with a strategic focus on copper-gold opportunities in Australia, alongside a fully financed international arbitration claim against the government of Burkina Faso.

The company has recently agreed to sell its Western Australian gold assets to Riedel Resources Ltd. for approximately $4.6-million (Australian) in cash and shares (see news release dated April 21, 2026), enabling Sarama to retain significant exposure to exploration upside while minimizing shareholder dilution. Following completion, Sarama is expected to hold an initial approximately 32-per-cent postmoney interest in Riedel, increasing to up to approximately 44 per cent upon vesting and exercise of all performance rights. Riedel is expected to emerge as a well-financed, multiproject gold explorer with large-scale assets located in the Tier 1 mining jurisdictions of Western Australia and Arizona.

Sarama also holds three early-stage copper-gold exploration projects in New South Wales, Australia, providing exposure to the highly prospective Lachlan fold belt.

In parallel, the company is pursuing arbitration proceedings against the government of Burkina Faso through the International Centre for Settlement of Investment Disputes, part of the World Bank Group, seeking damages of no less than $242-million (U.S.) plus interest in relation to the illegal expropriation of its Sanutura gold project (see news release dated Nov. 3, 2025). The claim is fully financed through a $4.4-million (U.S.) non-recourse litigation financing facility, with legal representation provided by Boies Schiller Flexner (U.K.), a leading international law firm with extensive experience in investor-state arbitration and mining-sector disputes.

We seek Safe Harbor.