Sarama Completes Issue of Shares for Debt and ASX Cleansing Notice

Sarama Resources Ltd. (“Sarama” or the “Company”) (ASX:SRR, TSX- V:SWA) is pleased to report that on 18 September 2024, it had completed the issue of shares in part settlement of deferred executive salaries and director fees (the “Compensation Shares” or the “Shares for Debt”) as previously announced in a news release dated 17 July 2024.

The Shares for Debt arrangement comprised the issue of 22,348,980 Chess Depository Instruments (“CDIs”) at a deemed issue price of A$0.02 per CDI, equivalent to A$446,979.60 as detailed in Table 1 below. 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 issuance of the Shares for Debt was subject to TSXV and shareholder approval which was obtained at the annual general meeting held on 11 September 2024 (the “Meeting”).

Table 1

The Compensation Shares and Shares for Debt were issued upon receipt of shareholder approval, as required by the Australian Securities Exchange Listing Rules, at the Meeting. An Appendix 2A was announced to the ASX on 18 September 2024 and provides further detail on the issue of the Compensation Shares and Shares for Debt.

The Share for Debt arrangement will reduce the Company’s liabilities.

The CDIs issued under the Placement are subject to a TSX Venture Exchange (“TSXV”) “hold period” of 4 months and one day from the date of issue of the CDIs.

The 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 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 Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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