Mullen Group Ltd. — Capital/Financing Update 2025

Feb 21, 2025

MATERIAL CHANGE REPORT
FORM 51-102F3

Item 1. Name and Address of Company
Sarama Resources Ltd. (the “Company” or “Sarama”)
Suite 8, 245 Churchill Avenue
Subiaco, WA, 6008
Australia

Item 2. Date of Material Change
11 February 2025

Item 3. News Release
The news releases announcing the material changes were disseminated via Accesswire and subsequently filed on SEDAR+.

Item 4. Summary of Material Change
On 11 February 2025, the Company announced it completed (i) the final tranche of the previously announced A$2m equity placement (the “Placement”) (refer to Sarama’s news releases dated 21 November 2024 and 29 November 2024) and (ii) 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 21 November 2024.

Item 5. Full Description of Material Change

Placement
On 11 February 2025, the Company announced it had completed the Placement. The second and final tranche of the Placement (“Tranche 2”) consisted of 16,666,666 free attaching unlisted options (each a “Placement Option”) and 14,000,000 broker options (each a “Broker Option” and together with the Placement Options, the “Options”), with each Option exercisable at A$0.09 and expiring on 30 November 2028. The issuance of the Tranche 2 Options was subject to shareholder approval which was obtained at the special meeting held on 4 February 2025 (the “Meeting”).

The first tranche of the Placement, completed on 29 November 2024, raised aggregate gross proceeds of A$2,000,000 with the Company issuing 66,666,666 Chess Depository Interests (“CDIs”) at an issue price of A$0.03 per CDI.

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 the Meeting.

Members of Sarama's Board and Management did not subscribe for any CDIs in the Placement.

Funds raised from the Placement will be used for exploration activities, general working capital purposes and for general and administration costs. None of the proceeds from the Placement will be used for payments to non-arm’s length parties or persons conducting investor relations activities.

No Finders’ fees were paid in connection with Tranche 2 of the Placement. The Placement remains subject to the final approval of the TSX Venture Exchange (“TSXV”). The CDIs issued under the Placement are not subject to any hold periods as all subscribers under the Placement were located outside of Canada.

Shares for Debt
On 11 February 2025, the Company announced it had completed the Shares for Debt issuance. The Shares for Debt arrangement comprised the issue of 13,132,706 CDIs at a deemed issue price of A$0.03 per CDI, equivalent to A$393,981.18 as detailed in Table 1 below. Each new CDI issued

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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 Meeting.

Table 1
| Name | CDIs | Unit Price per CDI (A$) | Value (A$) |
| --- | --- | --- | --- |
| Simon Jackson | 511,041 | 0.03 | 15,331.23 |
| Steven Zaninovich | 371,666 | 0.03 | 11,149.98 |
| Andrew Dinning | 4,861,111 | 0.03 | 145,833.33 |
| Paul Schmiede | 5,000,000 | 0.03 | 150,000.00 |
| John Hamilton | 1,666,666 | 0.03 | 49,999.98 |
| Lui Evangelista | 722,222 | 0.03 | 21,666.66 |

The Compensation Shares and Shares for Debt were issued upon receipt of shareholder approval, as required by the Australian Securities Exchange ("ASX") Listing Rules, at the Meeting.

The Shares for Debt arrangement will reduce the Company's liabilities.

The CDIs issued are subject to a TSXV "hold period" of 4 months and one day from the date of issue of the CDIs.

Each of the directors and officers who participated in the Shares for Debt issuance 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 Shares for Debt issuance 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 Shares for Debt issuance 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. This material change report was filed less than 21 days prior to the completion of the issuance, which the Company deems reasonable in the circumstances so as to complete the issuance in an expeditious manner.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51 102

Not Applicable.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

Andrew Dinning, Chief Executive Officer, Tel: +61 (0) 8 9363 7600

Item 9. Date of Report

21 February 2025

CAUTION REGARDING FORWARD LOOKING INFORMATION

Information in this material change report 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, receiving the approval of the TSXV and the anticipated reduction of the Company's liabilities. 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

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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.