Mr. Andrew Dinning reports
SARAMA COMPLETES TRANCHE 2 EQUITY PLACEMENT AND ASX CLEANSING NOTICE
Sarama Resources Ltd., on Oct. 27, 2026, completed tranche 2 of its previously announced $1.5-million (Australian) equity placement (refer to Sarama's news release dated May 29, 2026, and May 20, 2026).
Tranche 2 of the placement raised aggregate gross proceeds of $81,750 (Australian), with the company issuing 2,335,715 CHESS depository instruments (CDIs) at an issue price of 3.5 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. The CDIs under tranche 2 were issued to directors of the company, Andrew Dinning, Simon Jackson and Michael Bohm, subject to shareholder approval in accordance with Australian Securities Exchange listing rules. This approval was obtained at the annual general and special meeting held on Oct. 21, 2026, in Vancouver (Oct. 22, 2026, Perth time).
Tranche 1 of the placement, completed on May 29, 2026, raised aggregate gross proceeds of $1,418,250 (Australian), with the company issuing 40,521,427 CDIs at an issue price of 3.5 Australian cents per CDI.
The placement was issued to existing shareholders and institutional investors.
Funds raised will be used to progress the company's exploration projects and for general working capital purposes as the company pursues its $242-million (U.S.) (plus interest) damages claim against the government of Burkina Faso.
Members of Sarama's board and management subscribed for an aggregate 2,907,143 CDIs in the placement (inclusive of the director CDIs issued in tranche 2).
The placement remains subject to the final approval of the TSX Venture Exchange. The CDIs issued to Sarama's directors and management under tranche 1 and tranche 2 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 period.
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. Participation by them in the placement 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 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.
Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth)
This notice is given by Sarama Resources (ARBN 143 964 649) under Section 708A(5)(e) of the Corporations Act 2001 as modified by ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180:
- The CDIs were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
- This notice is being given under Section 708A(5)(e) of the Corporations Act.
- The company, as at the date of this notice, has complied with:
- The provisions of Section 601CK of the Corporations Act as they apply to the company;
- Sections 674 and 674A of the Corporations Act.
- As at the date of this notice, there is no information, for the purposes of sections 708A(7) and 708A(8):
- That has been excluded from a continuous disclosure notice in accordance with the ASX listing rules;
- That investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
- The assets and liabilities, financial position and performance, profits and losses, and prospects of the company;
- Or the rights and liabilities attaching to the CDIs.
Where applicable, references in this notice to sections of the Corporations Act are to those sections as modified by the instrument.
We seek Safe Harbor.
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