Sarama Resources Ltd. — Capital/Financing Update 2021

Aug 6, 2021

MATERIAL CHANGE REPORT FORM 51-102F3

Item	1.	Name and Address of Company
		Sarama Resources Ltd. (the “Company”)
		Suite 8, 245 Churchill Avenue
		Subiaco, WA, 6008
		Australia
Item	2.	Date of Material Change
		July 28**,**2021
Item	3.	News Release
		The news release announcing the material change was disseminated via Accesswire and
		was subsequently filed on SEDAR.
Item	4.	Summary of Material Change
		On July 29, 2021, the Company announced it had closed its previously announced non-
		brokered private placement (the “Private Placement”).
Item	5.	Full Description of Material Change

On July 29, 2021, the Company announced it had closed its previously announced Private Placement. The Company has raised aggregate gross proceeds of C$2,042,678 and issued 9,727,037 units (the " Units ") of the Company at C$0.21 per Unit. Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant (each full warrant, a " Warrant "), with each Warrant being exercisable to purchase one common share of the Company at an exercise price of C$0.28 until July 28, 2024. The Company issued an aggregate of 9,727,037 common shares and 4,863,517 Warrants.

The net proceeds from the Private Placement are intended to be used for working capital and for general corporate purposes.

In connection with the Private Placement, Sarama paid finders’ fees totaling C$72,000 to arm’s length parties in accordance with the policies of the TSX Venture Exchange.

Multilateral Instrument 61-101

The Private Placement is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) because certain insiders of the Company (the “ Insiders ”) have acquired an aggregate of 796,604 common shares and 398,301 Warrants. The Private Placement, including the participation of the Insiders and issuance of the Units in connection therewith, was considered, and ultimately approved by the board of directors of the Company on July 27, 2021. The directors who participated in the Private Placement declared and disclosed their interest and did not vote on the matter. The Company was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Private Placement in reliance of Sections 5.5(b) and 5.7(1)(a) of MI 61-101. This material change report was filed in connection with the participation of Insiders in the Private Placement less than 21 days in advance of the closing of the Private Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Private Placement in an expeditious manner.

Item	6.	Reliance on subsection 7.1(2) of National Instrument 51 102Not 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
		August 6, 2021

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Information in this material change report that is not a statement of historical fact constitutes forwardlooking information. Such forward-looking information includes, but is not limited to, the use of proceeds from the Private Placement and the Company's future exploration and development plans (including its planned drilling campaign). 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 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.