Sarama Completes Tranche 3 Placement & Cleansing Notice
LEGAL*67386863.1
21 October 2025
SARAMA COMPLETES TRANCHE 3 PLACEMENT &
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) advises that on 21 October 2025, it completed the third tranche of the previously announced A$2.7m equity
placement (the “Placement”) (refer to Sarama’s news releases dated 30 June 2025 and 10 July 2025).
The third tranche of the Placement (“Tranche 3”) raised total proceeds of A$100,000 through the issuance of 3,333,333
CHESS Depositary Interests (“ CDIs”) at an issue price of A$0.03 per CDI. In addition, 1,111,111 free attaching unlisted
options (“Placement Options”) were issued, each exercisable at A$0.09 and expiring on 30 November 2028. The CDIs
and Placement Options under Tranche 3 were issued to dir ector Mr. Andrew Dinning, subject to shareholder approval
in accordance with ASX Listing Rules. This approval was obtained at the special meeting held on 2 October 2025 in
Vancouver (3 October 2025 Perth time).
The first tranche of the Placement, completed on 9 July 2025, raised aggregate gross proceeds of A$2,600,000 with the
Company issuing 86,666,667 CDIs at an issue price of A$0.03 per CDI.
The second t ranche of the Placement , completed on 7 October 2025, consisted of 28,888,889 free attaching unlisted
options to subscribers of the Placement and 1 9,166,666 broker options, with each o ption exercisable at A$0.09 and
expiring on 30 November 2028.
The Placement was issued to existing shareholders and new institutional and other sophisticated and professional
investors.
Funds raised will be principally used to fund 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 W estern Australia. Proceeds
will also fund general working capital requirements as the Company continues to progress its arbitration claim against
the Government of Burkina Faso (the “Claim”). 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 CDls 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 (“TSXV”). The CDIs issued to Sarama’s
management and to Mr Dinning under Tranche 1 and Tranche 3 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 Pl acement 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.
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:
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 intended use of proceeds from the Placement and receiving the approval of the TSXV. 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 there is no certainty that they can be upgraded to mineral reserves through continued exploration; few properties that are
explored are ultimately developed into producing mines; geological factors; the actual results of current and future explorat ion; changes in project
parameters as plans continue to be evaluated, 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.