Sarama Resources – Grant of Equity Incentives
11 April 2025
SARAMA RESOURCES – GRANT OF EQUITY
INCENTIVES
PERTH, AUSTRALIA / VANCOUVER, CANADA. The Board of Directors of Sarama Resources Ltd. (“Sarama”
or the “ Company”) (ASX:SRR, TSX -V:SWA) has granted 8,250,000 Performance Share Units (“PSU”) and
Restricted Share Units (“RSU”), and together the “Awards”, to employees and consultants of the Company
as a result of the Company’s annual compensation review. This granting of equity incentives is made in
accordance with the Company’s Equity Incentive Plan (“EIP”) which was approved by shareholders on
December 21, 2022, and allows for the aggregate number of securities that may be issued to E IP
Participants under the EIP to not exceed 15,167,217, as approved by shareholders on June 6, 2023 under
ASX Listing Rule 7.2, exception 13(b).
In a ddition to the Awards, t he Company is proposing to issue up to 3,300,000 i ncentives to Andrew
Dinning (or his n ominees) on the same terms as the Award s. The issue of these incentives will require
Shareholder approval under ASX Listing Rule 10.14 as it is an issue to a related party. Approval will be
sought at the next AGM in June 2025.
The key terms and vesting conditions are attached as Annexure A.
For further information on the Company’s activities, please contact:
Andrew Dinning
t: +61 (0) 8 9363 7600
This announcement was authorised for release to the ASX by the Board of Sarama Resources Ltd.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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ANNEXURE A
TERMS OF EQUITY INCENTIVES
a) (Entitlement): Each Award will entitle its holder to subscribe for and be issued one Share (upon
exercise of that Award), subject to satisfaction of the vesting conditions
b) (Eligibility): Continuous employment with the Company (or any of its subsidiaries), and
compliance with all Company policies as adopted from time to time, from the date of grant until
the vesting conditions are met.
c) (Exercise Price): Subject to the terms of the EIP, the amount payable upon exercise of the Award
is nil.
d) (Expiry Date): The Awards expire at 5:00pm (AWST) on the date that is included in the table in
paragraph (f).
e) (Exercise Period): Subject to satisfaction of the vesting conditions, the Awards are exercisable at
any time on or before the Expiry Date.
f) (Vesting Conditions): The Awards are subject to the following vesting conditions:
Vesting Condition Expiry Date % of Award to Vest
No lost time injuries from the date of grant until the
expiry date at any of the Company’s projects
11 April 2026 10%
20 day VWAP reaches a minimum of A$0.06/share for
a continuous period of 10 trading days
11 April 2028 35%
Drill program returns 3 or more downhole
intersection of a minimum of 20gm gold at the Cosmo
Project or Mt Venn Project, with a minimum cut -off
grade of 0.5 grams per tonne of gold and a minimum
intercept length of 1 metre.
11 April 2028 10%
The announcement of a Maiden Mineral Resource
Estimate in accordance with the JORC Code of
200,000 ounces of gold at a 0.5g/t gold cut off of at
least the Inferred category.
11 April 2028 25%
Continuous service of 18 months from date of grant 11 October 2026 20%
If a Change of Control Event occurs, the Board may in its sole and absolute discretion, and subject
to the Listing Rules determine how unvested Awards will be treated, including (but not limited to)
determining that the unvested Awards (or a portion of them) will vest and become immediately
exercisable with such vesting deemed to have taken place immediately prior to or upon
consummation of the Change of Control Event , regardless of whether or not the employment,
engagement, or office of the holder is terminated or ceases in connection with the Change of
Control Event.
“Change of Control Event” means any of the following:
• any change in direct or indirect ownership of the voting shares of the Company and/or
convertible securities as a result of, or following which, an a cquiror beneficially owns,
directly or indirectly, or exercises control or direction over shares of the Company and/or
convertible securities such that, assuming only the conversion, exchange or exercise of
the convertible securities beneficially owned or controlled by the acquiror, that would
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entitle the holders thereof would be entitled to cast more than 50% of the votes attaching
to all shares of the Company that may be cast to elect directors of the Company;
• an event occurs that is designated by resolution of the Board as likely to result in the
imminent replacement of a majority of the Board;
• the acquisition by any third party of all or substantially all of the assets of the Company;
• a merger of the Company with or into one or more other companies, corporations, trusts
or other entities (other than subsidiaries of, or trusts or other entities controlled by, the
Company):
o where the members of the Board immediately prior to the consummation of the
merger do not constitute a majority of the directors, trustees or other governing
body of the company, corporation, trust or other entity surviving or continuing
from the merger (the “Continuing Entity”); or
o that results in the security holders of the parties to the merger other than the
Company owning, directly or indirectly, securities of the Continuing Entity that
entitle the holders thereof to cast more than 50% of the votes attaching to all
securities of the Continuing Entity that may be cast to elect its directors, trustees
or other governing body; or
o that has been designated by resolution of the Board as a Change of Control prior
to the consummation of the merger.
In addition, the expressions “ acquisition” and “ merger” include, as the context may require, a
transaction or series of transactions by way of takeover bid, purchase, exchange, lease, statutory
amalgamation, statutory merger, reorganisation, consolidation, statutory arrangement,
recapitalisation, liquidation or other business combination.
g) (Transferability): The Awards are not transferable.
h) (Voting): The Awards do not entitle the holder to vote on any resolutions proposed at a meeting
of the Company’s shareholders, except as required by law, during the currency of the Awards
without first exercising the Awards.
i) (No dividend): The Awards do not confer any entitlement to a dividend, whether fixed or at the
discretion of the directors, during the currency of the Awards without exercising the Awards.
j) (Entitlement to capital return): The Awards do not confer any right to a return of capital, whether
in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to
participate in the surplus profit or assets of the Company upon a winding up, in each case, during
the currency of the Awards without exercising the Awards.
k) (Participation in new issues ): There are no participation rights or entitlements inherent in the
Awards and holders will not be entitled to participate in new issues of capital offered to
Shareholders during the currency of the Awards without exercising the Awards.