Sarama Completes Tranche 1 Equity Placement and ASX Cleansing Notice
LEGAL*68828925.1
29 May 2026
SARAMA COMPLETES TRANCHE 1 EQUITY
PLACEMENT AND ASX CLEANSING NOTICE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
VANCOUVER, CANADA / PERTH, AUSTRALIA . Sarama Resources L td. (“Sarama” or the “Company”) (ASX:SRR, TSX-
V:SWA) is pleased to report that on 29 May 2026, it closed tranche 1 (“Tranche 1”) of its previously announced A$1.5m
equity placement (the “Placement”) (refer to Sarama’s news release dated 20 May 2026).
Tranche 1 of the Placement raised aggregate gross proceeds of A$1,418,250 with the Company issuing 40,521,427 Chess
Depository Instruments ( “CDIs”) at an issue price of A$0.0 35 per CDI. Each new CDI issued under the Placement will
rank equally with existing CDI s on issue and each CDI will represent a beneficial interest in one common share of the
Company. Tranche 2 (“Tranche 2”) of the Placement will consist of 2,335,715 CDIs to directors of the Company being
Mr Andrew Dinning , Mr Simon Jackson and Mr Michael Bohm (“Director CDIs”). The issuance of the Director CDIs is
subject to shareholder approval at a general meeting expected to be held late August 2026. Funds to be received from
Tranche 2 will be A$81,750.
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 US$242 million (plus interest) damages claim against the Government of Burkina Faso.
Members of Sarama ’s board and management have subscribed for an aggregate 2,907,143 CDls in the Placement
(inclusive of the Director CDIs to be issued to directors 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 late August 2026.
The Placement remains subject to the final approval of the TSX Venture Exchange (“TSXV”). The CDIs issued to Sarama’s
management under Tranche 1 of the Placement are subject to the TSXV’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% 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 TSXV hold period imposed by the TSXV on the CDIs issued to such persons. The TSXV 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,
(the “U.S. Securities Act”) 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 S ecurities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
An estimated breakdown of the use of proceeds from the Placement are listed below;
Description % of total use of Proceeds
Exploration 32%
Executive management 23%
Corporate administration 13%
Director fees 10%
Legal & regulatory 8%
Accounting & secretarial 7%
Claim costs - Salaries and Travel 6%
Total 100%
An estimated $ 783,000 of the proceeds from the Placement will be used for payments to non -arm’s length parties
including executive management, directors , and accounting and secretarial service provider. No payments from the
proceeds will be made to persons conducting investor relations activities. A finder’s fee of A$28,692 was paid to various
finders, being 708 Capital Pty Ltd, Shaw and Partners, and Powerhouse Advisory Australia Pty Ltd, in connection with
the closing of Tranche 1 of the Placement.
Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)
This notice is given by Sarama Resources Ltd. (ARBN 143 964 649 ) (“ Company”) under section 708A(5)(e) of the
Corporations Act 2001 (“Corporations Act”) as modified by ASIC Corporations (Offers of CHESS Depository Interests)
Instrument 2025/180 (“Instrument”).
1. The CDIs were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
2. This notice is being given under section 708A(5)(e) of the Corporations Act.
3. The Company, as at the date of this notice, has complied with:
a) the provisions of section 601CK of the Corporations Act as they apply to the Company; and
b) sections 674 and 674A of the Corporations Act.
4. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8):
a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules;
and
b) that investors and their professional advisers would reasonably require for the purpose of making an informed
assessment of:
(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the
Company; or
(ii) 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.
This announcement was authorised by the board of Sarama.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Company Activities
Andrew Dinning
Sarama Resources Ltd
t: +61 8 9363 7600
CAUTION REGARDING FORWARD LOOKING INFORMATION
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information
includes, but is not limited to, statements regarding the timing for closing T ranche 2 of the Placement, the intended use of proceeds from the
Placement, including any timeline for the use thereof and any objectives to be achieved from the use thereof, the success of the Claim or the quantum
of damages associated therewith, timing for filing a material change report, timing and receipt of approval from the TSXV for the Placement, the
receipt of shareholder approval for Tranche 2 and holding of a general meeting of shareholders. Actual results, performance or achievements of the
Company may vary from the results suggested by such forward-looking statements due to known and unknown risks, uncertainties, and other factors.
Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly
speculative in nature; mineral resources are not mineral reserves, they do not have demonstrated economic viability, and ther e is no certainty that
they can be upgraded to mineral reserves through continued exploration; few propertie s that are explored are ultimately developed into producing
mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated; risks
related to the success of the Claim;as well as those factors disclosed in the Company’s publicly filed documents.
There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required r egulatory licensing or
approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward-looking information are
reasonable. Assumptions have been made regarding, among other things, the Company’s ability to carry on its exploration activ ities, the sufficiency
of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse
political and security-related events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to
obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information.
Sarama does not undertake to update any forward-looking information, except as required by applicable laws.