The mining explorer Sarama Resources Ltd. announced it completed the first tranche of a previously disclosed equity placement on 29 May 2026. Tranche 1 raised gross proceeds of A$1,418,250 through the issue of 40,521,427 Chess Depository Instruments (CDIs), priced at A$0.035 per CDI. Each CDI represents a beneficial interest in one common share and ranks equally with existing CDIs.
This update sets out who participated in the placement, the planned use of funds, the treatment of director subscriptions, regulatory hold periods and important legal notices relevant to investors and stakeholders.
Structure of the placement and remaining tranche
Tranche 1 was offered to existing shareholders and institutional investors and closed successfully. A second portion, Tranche 2, comprises 2,335,715 CDIs reserved for three company directors: Andrew Dinning, Simon Jackson and Michael Bohm. The Company expects to issue those Director CDIs following receipt of shareholder approval at a general meeting to be held in late August 2026. Funds attributable to Tranche 2 will total A$81,750 if approved.
Board and management participation
Members of the board and management subscribed for a combined 2,907,143 CDIs across the placement, a figure that includes the director allocations in Tranche 2. Securities issued to management in Tranche 1 are subject to a four-month transfer restriction enforced by the TSX Venture Exchange (TSXV). Other Tranche 1 subscribers were located outside Canada and therefore were not subject to Canadian hold periods.
Use of proceeds and financial allocation
Sarama has provided an allocation plan for the expected proceeds. The funds will support exploration activity and general working capital needs as the Company continues to pursue its US$242 million (plus interest) damages claim against the Government of Burkina Faso. The Company estimates the percentage breakdown of funds as follows:
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%).
Payments to related parties
Approximately A$783,000 of the proceeds are earmarked for non-arm’s-length recipients, which includes payments to executive management, directors and Sarama’s accounting and secretarial provider. The Company confirmed that no funds will be allocated to investor relations activities. A total finder’s fee of A$28,692 was paid to intermediaries including 708 Capital Pty Ltd, Shaw and Partners and Powerhouse Advisory Australia Pty Ltd in connection with Tranche 1.
Regulatory and legal notices
The CDIs issued in this placement were not and will not be registered under the U.S. Securities Act of 1933. Accordingly, the securities may not be offered or sold in the United States unless registration is available or an exemption applies. This announcement does not constitute an offer to sell or a solicitation to buy any of the placement securities in the United States or for the account or benefit of U.S. Persons as defined in Regulation S.
Canadian and Australian compliance
Each director and officer who subscribed is a related party under Canadian Multilateral Instrument 61-101. The Company relied on exemptions under MI 61-101 because the fair market value of those related party subscriptions was below 25% of the Company’s market capitalization, eliminating the need for a formal valuation or minority shareholder approval. A material change report detailing director and officer participation will be filed in accordance with disclosure requirements, including a filing within 21 days prior to completion of the placement for any participating directors and officers.
As required under Australian law, the Company provided a notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (as modified by ASIC Instrument 2026/180). Sarama confirms compliance with relevant disclosure and registry provisions under the Corporations Act at the date of the notice.
Risk disclosure and forward-looking statements
The announcement reiterates that statements about timing for Tranche 2, intended uses of proceeds, the outcome and quantum of the Company’s claim against Burkina Faso, and expected regulatory approvals are forward-looking. Such statements involve risks and uncertainties typical of mineral exploration and international claims, and actual outcomes may differ materially. The Company noted that mineral resources are not equivalent to mineral reserves and that continued exploration may not establish economic viability.
Sarama emphasised assumptions behind its forward-looking statements, including sufficient funding, receipt of approvals, commodity price stability and absence of adverse political or security developments. The Company will update forward-looking information only as required by law.
This release was authorised by the board of Sarama Resources Ltd. For further enquiries, the Company provided contact details for Andrew Dinning at [email protected] and +61 8 9363 7600. Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.