Sarama Resources Ltd.: Sarama Completes Second and Final Tranche of Placement to Advance PEA

Funds raised will be used for the completion of a Preliminary Economic Assessment ("PEA") to evaluate accelerating the development of the Sanutura Project

Sarama issues ASX Cleansing Notice

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PERTH, AUSTRALIA and VANCOUVER, BC / ACCESSWIRE / June 21, 2023 / Sarama Resources Ltd ("Sarama" or the "Company") (ASX:SRR)(TSXV:SWA) is pleased to report that on 21 June 2023, it has completed the previously announced A$2.0 million equity placement (the "Placement") (refer to Sarama News releases dated 3 April 2023 and 13 April 2023).

The final Tranche 2 Non-Delivery versus Payment ("Non-DvP") portion of the Placement raised aggregate gross proceeds of A$362,564 with the Company issuing 3,625,640 Chess Depository Instruments ("CDIs") at an issue price of A$0.10 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 1 common share of the Company. The Company has also issued 1,812,820 free attaching unlisted options ("Placement Option") being 1 Placement Option for every 2 new CDIs issued pursuant to Tranche 2 Non-DvP portion of the Placement.

Tranche 1 of the Placement, completed on 13 April 2023, raised aggregate gross proceeds of A$1,375,000 with the Company issuing 13,750,000 CDIs at an issue price of A$0.10 per CDI. The Company also issued 6,875,000 Placement Options. Tranche 2 DvP portion of the Placement, completed on 14 June 2023, raised aggregate gross proceeds of A$262,436 with the Company issuing 2,624,360 CDIs at an issue price of A$0.10 per CDI. The Company also issued 1,312,180 Placement Options. Each Placement Option will be exercisable at A$0.15 and will expire on 21 June 2026.

Tranche 2 of the Placement was issued to institutional and other sophisticated and professional investors upon receipt of shareholder approval, as required by the ASX Listing Rules, at its Annual General Meeting held on 6 June 2023 (Vancouver time) / 7 June 2023 (Perth time). An Appendix 2A was announced to ASX on 21 June 2023 and provides further detail on the issue of the Tranche 2 Non-DvP Placement CDIs.

The net proceeds from the Placement are intended to be used to complete a PEA to evaluate an accelerated multi-stage development at the Sanutura Project and to fund administration and general working capital costs.

Sarama's CEO, Andrew Dinning, commented:

"We are very pleased with the strong support shown from our existing shareholders and welcome a number of new institutional, professional and sophisticated investors. The strong support shown by existing shareholders supports the company's view that Sarama remains one of the best value gold developers in the market.

The funds raised will be used to evaluate an accelerated multi-stage development at the Sanutura Project which we believe has the potential to generate a very compelling investment case based on the extensive oxide resource and related grade and cost profile."

In connection with Tranche 2 Non-DvP portion of the Placement, Sarama paid finders' fees totalling A$3,626 to Euroz Hartleys Limited, an arm's length party in accordance with the policies of the TSX Venture Exchange, who acted as Sole Lead Manager and Bookrunner to the Placement.

Members of Sarama's Board and Management have subscribed for an aggregate 500,000 CDIs (together with the attaching Placement Options) 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 ("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 directors and officers of the Company. It is expected that the material change report will be filed more than 21 days prior to the completion of the Placement in respect of any participating directors and officers. Each of the directors and officers who participate in the Placement will be subject to an Exchange Hold period imposed by the TSX Venture Exchange on the CDIs and Placement Options issued to such persons. The Exchange Hold Period will expire 4 months from the date of issue of the securities.

The Placement CDIs and Placement Options 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.

Cleansing Notice under section 708A(5)(e) of the Australian Corporations Act 2001 (Cth)

The Australian Corporations Act 2001 (Cth) ("Corporations Act") restricts the offer for sale of securities without a disclosure document unless the relevant sale satisfies an exemption set out in section 708 or section 708A of the Corporations Act. The Australian and Securities Investments Commission Class Order [CO 14/827] ("Class Order") provides relief so that an offer of CDIs over underlying foreign securities is regulated as an offer of securities under the Corporations Act. The Company seeks to rely on an exemption in section 708A of the Corporations Act (as modified by the Class Order) with respect to any sale of the CDIs.

As required by section 708A(5)(e) of the Corporations Act as modified by the Class Order, the Company gives notice that:

1. The CDIs were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
2. The Company, as at the date of this notice, has complied with:
   1. the provisions of section 601CK of the Corporations Act as they apply to the Company; and
   2. sections 674 and 674A of the Corporations Act.
3. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8):
   1. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
   2. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
      1. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
      2. 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 Class Order.

For further information on the Company's activities, please contact:

Andrew Dinning - e: [e-mail] t: [phone]

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.

ABOUT SARAMA RESOURCES LTD

Sarama Resources Ltd (ASX: SRR, TSX-V: SWA) is a West African focused gold explorer/developer with substantial landholdings in south-west Burkina Faso. Sarama is focused on maximising the value of its strategic assets and advancing its key projects towards development.

Sarama's 100%-owned⁽⁴⁾ Sanutura Project is principally located within the prolific Houndé Greenstone Belt in south-west Burkina Faso and is the exploration and development focus of the Company. The Project hosts the Tankoro and Bondi Deposits which have a combined Mineral Resource of 0.6Moz gold (Indicated) plus 2.3Moz gold (Inferred)⁽¹⁾.

Together, the deposits present a potential mine development opportunity featuring an initial, long-life CIL project which may be established and paid for by the significant oxide Mineral Resource base.

Sarama has built further optionality into its portfolio including an approximate 470km² exploration position in the highly prospective Banfora Belt in south-western Burkina Faso. The Koumandara Project hosts several regional-scale structural features and trends of gold-in-soil anomalism extending for over 25km along strike.

Sarama also holds an approximate 18% participating interest in the Karankasso Project Joint Venture ("JV") which is situated adjacent to the Company's Sanutura Project in Burkina Faso and is a JV between Sarama and Endeavour Mining Corp ("Endeavour") in which Endeavour is the operator of the JV. In February 2020, an updated Mineral Resource estimate of 709koz gold⁽³⁾ was declared for the Karankasso Project JV.

The Company's Board and management team have a proven track record in Africa and a strong history in the discovery and development of large-scale gold deposits. Sarama is well positioned to build on its current success with a sound strategy to surface and maximise the value of its property portfolio.

Sanutura Project - An Already Large Mineral Resource with Potential to Grow

The Company's primary focus is its 100%-owned⁽⁴⁾ Sanutura Project, which hosts a large Mineral Resource of 0.6Moz Au (Indicated) plus 2.3Moz Au (Inferred)⁽¹⁾ and covers an area of 1,420km². The Project occupies a commanding position along 70km of strike in the prolific Houndé Belt (refer Figure 1), Burkina Faso's pre-eminent gold belt.

The Project lies 60km south of Endeavour Mining's Houndé Mine (5Moz Au); 120km south of Fortuna Silver's high-grade Yaramoko Mine (1Moz Au), and 140km south of Endeavour Mining's Mana Mine (5Moz Au), highlighting the significant gold endowment of the Houndé Belt. Endeavour Mining's Bantou Project (1.2Moz Au Mineral Resource of 0.7Moz Au (indicated) plus 0.5Moz Au (inferred)⁽⁵⁾) is located only 6km from the bulk of the Sanutura Project's main deposit, which illustrates the gold camp scale of endowment of the immediate area.

The Project has significant growth potential and the primary objective of the current +50,000m drill program is to increase the existing 0.2Moz Au (Indicated) plus 0.8Moz Au (Inferred)⁽²⁾ pit shell constrained oxide and transition component of the Project's Mineral Resource to further underwrite and enhance the economics of mine development.

The recent drill program has generally focused on shallow additional and extensional targets throughout the well-mineralised western corridor of the Tankoro Deposit, where mineralisation has been drill-defined for a semi-continuous strike length of 16km and potential exists to expand the Mineral Resource at shallow depths in oxide material.

Figure 1 - Sanutura Project Location Plan

FOOTNOTES

1. Mineral Resource estimate for Sanutura Project - 9.4Mt @ 1.9g/t Au for 0.6Moz Au (Indicated) plus 52.7Mt @ 1.4g/t Au for 2.3Moz (Inferred), reported at cut-off grades ranging 0.2-1.6g/t Au, reflecting the mining methods and processing flowsheets assumed to assess the likelihood of the Mineral Resources to have reasonable prospects for eventual economic extraction. The effective date of the Company's Mineral Resource estimate is 16 November 2021. For further information regarding the Mineral Resource estimate refer to the technical report titled "NI 43-101 Independent Technical Report Sanutura Project, South-West Burkina Faso", dated 7 February 2022 and prepared by Paul Schmiede, Rindra Le Grange and Fred Kock, and the Company's ASX Prospectus dated 11 March 2022. Paul Schmiede is an employee of Sarama. Ms Le Grange and Mr Kock are employees of Cube Consulting Pty Ltd and Orway Mineral Consultants Pty Ltd respectivley and are considered to be independent of Sarama. The technical report is available under Sarama's profile on SEDAR at www.sedar.com and the ASX Prospectus is available under Sarama's profile on ASX at www.asx.com.au.
2. Oxide & transition component of the Mineral Resource for Sanutura Project - 3.2Mt @ 1.6g/t Au for 0.2Moz Au (Indicated) plus 23.4Mt @ 1.1g/t Au for 0.8Moz Au (Inferred), reported above cut-off grades of 0.2g/t Au and 0.3g/t Au for oxide and transition material respectively.
3. Mineral Resource estimate for Karankasso Project - 12.74Mt @ 1.73g/t Au for 709koz Au (effective date of December 31, 2019), disclosed on 24 February 2020 by Semafo Inc ("Semafo", since acquired by Endeavour Mining Corp. "Endeavour"). For further information regarding that Mineral Resource estimate, refer to the news release "Semafo: Bantou Project Inferred Resources Increase to 2.2Moz" dated 24 February 2020 and Semafo: Bantou Project NI43-101 Technical Report - Mineral Resource Estimate" dated 3 April 2020 and the Company's ASX Prospectus dated 11 March 2022. The news release and technical report are available under Semafo's and Endeavour's profile on SEDAR at www.sedar.com and the ASX Prospectus is available under Sarama's profile on ASX at www.asx.com.au. The Mineral Resource estimate was fully prepared by, or under the supervision of Semafo. Sarama has not independently verified Semafo's mineral Resource Estimate and takes no responsibility for its accuracy. Semafo, and now Endeavour, is the operator of the Karankasso Project JV and Sarama is relying on their Qualified Persons' assurance of the validity of the Mineral Resource estimate. Additional technical work has been undertaken on the Karankasso Project since the effective date but Sarama is not in a position to quantify the impact of this additional work on the Mineral Resource estimate referred to above.
4. The Government of Burkina Faso has processed the requisite documents to facilitate the grant of the new, full-term Tankoro 2 and Djarkadougou 2 Exploration Permit (the "Permit") and subsequently issued the invitation to pay the permit issuance fee (the "Fee") and the Fee was paid within the requisite 10-day timeline. Following the payment of the Fee, the issuance of the Permit's arrêté and related paperwork becomes an administrative process during which time the Company may undertake work on the Tankoro 2 and Djarkadougou 2 Properties. The Company has received the arrêté for the Djarkadougou 2 Exploration Permit and anticipates the issuance of the arrêté for the Tankoro 2 Exploration Permit in due course given the successful granting of this permit as per statutory government process. The property hosting the Tankoro and Bondi Deposits respectively, were formerly known as Tankoro and Djarkadougou, but have been renamed as part of the process of re-issuing the respective Permits.
5. Endeavour Mining's Bantou Project Mineral Resource - 18.1Mt @ 1.2g/t Au for 0.71Moz Au (Indicated) plus 3.5Mt @ 4.1g/t Au for 0.46Moz Au (Inferred). This is the aggregate of the Mineral Resource listing for the Bantou and Bantou Nord Deposits which are located within the Bantou Project. Data is sourced from Endeavour Mining Mineral Resource and Reserve statement and current as of December 31, 2022. The Bantou Project Technical Report is available under the SEMAFO profile on SEDAR. "Bantou Project, NI 43-101 Technical Report - Mineral Resource Estimate", dated 3 April, 2020. .

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 use of proceeds from the Placement, the Company's future exploration and development plans, the potential for the Sanutura and Karankasso Projects to host economic mineralisation, the potential to expand the existing estimated Mineral Resources at the Sanutura Project (including the present oxide and transition component), the accuracy of the Mineral Resource estimate for the Sanutura Project in localized areas with the addition of new drilling and assay information, the potential to extend and add to existing mineralisation at the MM, MC, Obi and Kenobi Prospects, the potential for development of a mine at the Sanutura Project, the potential for the receipt of regulatory approvals and the timing, prospects and conditions for the issuance of the arrêté for the Tankoro 2 Exploration Permit by the Government of Burkina Faso. The Company's full suite of exploration permits are at varying stages in their life cycles and at any one time, the Company has exploration permits either in renewal or re-issue phase and although the Company follows due government process and anticipates new exploration permits will be granted in due course, it cannot guarantee this will be done in a timely manner or at all. 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 exploration; 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 regulatory 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 activities, 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.

QUALIFIED PERSONS' STATEMENT

Scientific or technical information in this disclosure that relates to the preparation of the Mineral Resource estimate for the Sanutura Project is based on information compiled or approved by Paul Schmiede. Paul Schmiede is an employee of Sarama Resources Ltd and is a Fellow in good standing of the Australasian Institute of Mining and Metallurgy. Paul Schmiede has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Paul Schmiede consents to the inclusion in this news release of the information, in the form and context in which it appears.

Scientific or technical information in this disclosure that relates to exploration activities at the Sanutura Project is based on information compiled or approved by Guy Scherrer. Guy Scherrer is an employee of Sarama Resources Ltd and is a member in good standing of the Ordre des Géologues du Québec and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Guy Scherrer consents to the inclusion in this disclosure of the information, in the form and context in which it appears.

Scientific or technical information in this disclosure that relates to the quotation of the Karankasso Project's Mineral Resource estimate and exploration activities is based on information compiled by Paul Schmiede. Paul Schmiede is an employee of Sarama Resources Ltd and is a Fellow in good standing of the Australasian Institute of Mining and Metallurgy. Paul Schmiede has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Paul Schmiede consents to the inclusion in this disclosure of the information, in the form and context in which it appears. Paul Schmiede and Sarama have not independently verified Semafo's (now Endeavour's) Mineral Resource estimate and take no responsibility for its accuracy.

COMPETENT PERSONS' STATEMENT

The Mineral Resource estimates referred to in this disclosure were first disclosed in accordance with ASX Listing Rule 5.8 in the Company's ASX Prospectus dated 11 March 2022. The Company confirms that it is not aware of any new information or data that materially affects the information included in the ASX Prospectus and that all material assumptions and technical parameters underpinning the estimates in the ASX Prospectus continue to apply and have not materially changed.

SOURCE: Sarama Resources Ltd.

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