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Sarama Resources Ltd. Management Reports 2026
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Management Reports
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SARAMA RESOURCES LTD.
SARAMA RESOURCES LTD.
Q1 FY26 MANAGEMENT'S DISCUSSION AND ANALYSIS
Quarterly Activities Report – Quarter Ended 31 March 2026
(All amounts expressed in United States dollars unless otherwise stated)
Dated: 15 May 2026
Highlights
- Corporate
The Company entered into a binding Share Sale Agreement with Riedel Resources Ltd for the sale of its Cosmo and Mt Venn Projects in exchange for a combination of equity consideration and reimbursement of certain project-related expenses. The transaction will result in Sarama acquiring a significant equity interest in Riedel, which is expected to emerge as a well-funded, multi-project gold explorer with a portfolio of large-scale projects located in the Tier 1 mining jurisdictions of Western Australia and Arizona.
- Cosmo Gold Project
Heritage clearance work was completed in March 2026, and the Company is now awaiting the final clearance report to facilitate completion of drill planning and commencement of the proposed reconnaissance drilling program to test targets generated from the extensive soil geochemistry program completed in 2025.
- Mt Venn Project
The Company continued compiling and reviewing historical data to support exploration planning and drill targeting. A project-scale reinterpretation of historical geophysical data was commissioned, with results expected in Q2 2026. The integrated historical dataset is expected to generate multiple targets for future field programs.
- Arbitration Proceedings Advancing
Arbitration proceedings against the Government of Burkina Faso ("GoBF") are progressing as anticipated, with several key milestones achieved, including the filing of the Company's Memorial, the GoBF's filing of its Counter-Memorial, and confirmation of the Procedural Timetable and dates for the Merits Hearing, scheduled for 22 February 2027 to 26 February 2027.
AUSTRALIA
Suite 8, 245 Churchill Avenue
Subiaco, Western Australia 6008
PO Box 575, Subiaco
Western Australia 6904
T +61 (0) 8 9363 7600
F +61 (0) 8 9382 4309
ARBN: 143 964 649
www.saramaresources.com
SARAMA
RESOURCES LTD
TABLE of CONTENTS
INTRODUCTION...1
OVERVIEW...1
CORPORATE...3
Treasury...3
Change of Auditor...3
Payments to Related Parties...3
SUBSEQUENT EVENTS - POST 31 MARCH 2026...4
EXPLORATION AND EVALUATION EXPENDITURES...5
PROPERTY INFORMATION, RECENTLY COMPLETED ACTIVITIES AND OUTLOOK...6
Australia...6
Cosmo Gold Project...6
Mt Venn Gold Project...7
New South Wales Copper-Gold Projects...8
Burkina Faso...9
Sanutura Project...9
Karankasso Project...11
SELECTED FINANCIAL INFORMATION...12
RESULTS OF OPERATIONS...13
Quarter ended 31 March 2026 and 31 March 2025...13
SUMMARISED UNAUDITED QUARTERLY RESULTS...15
LIQUIDITY AND CAPITAL RESOURCES...15
COMMON SHARE DATA as at 15 May 2026...16
RISK AND UNCERTAINTIES...16
OFF-BALANCE SHEET TRANSACTIONS...16
INTERNATIONAL FINANCIAL REPORTING STANDARDS...17
CHANGES IN ACCOUNTING STANDARDS...17
AUSTRALIA
Suite 8, 245 Churchill Avenue
Subiaco, Western Australia 6008
PO Box 575, Subiaco
Western Australia 6904
T +61 (0) 8 9363 7600
F +61 (0) 8 9382 4309
E [email protected]
ARBN: 143 964 649
www.saramaresources.com
INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES 17
FORWARD-LOOKING STATEMENTS 17
ADDITIONAL INFORMATION 19
INTRODUCTION
The following Management's Discussion and Analysis ("MD&A") is intended to supplement the interim consolidated financial statements of Sarama Resources Ltd. (the "Company" or "Sarama") and its subsidiaries for the period ending 31 March 2026.
The interim consolidated financial statements for the period ended 31 March 2026 have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
This MD&A is current as at 15 May 2026.
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca under the Company's profile.
OVERVIEW
Sarama is a Canadian-incorporated mineral exploration and development company whose principal business objective is to explore for and develop mineral deposits.
The Company was incorporated on 8 April 2010 under the Business Corporations Act (British Columbia). Its primary listing is on the TSX Venture Exchange ("TSXV") under the code 'SWA', and it has a secondary listing on the Australian Securities Exchange ("ASX") under the code 'SRR'.
The Company is jurisdiction-agnostic, assessing projects based on geological prospectivity, commercial terms, and geopolitical factors. Following the unlawful withdrawal of its rights to the Permit by the Government of Burkina Faso (described below), it acquired two large, area-scale gold exploration projects in Australia: the Cosmo Gold Project ("Cosmo Project") and the Mt Venn Gold Project ("Mt Venn Project"), with the latter transaction completed on 22 July 2025. The Company will continue to assess opportunities that fit within its broader strategic objectives and align with its goal of exploring for and developing mineral deposits in the normal course of business.
The Cosmo Project was acquired in December 2024 and covers one of the last relatively unexplored greenstone belts in Western Australia. The Project comprises seven contiguous exploration tenements spanning approximately 580km² in the Eastern Goldfields, located 85km north-east of Laverton and 95km west of the operating Gruyere Gold Mine, with access via the Great Central Road.
The Cosmo Project captures more than 50km of strike along the Cosmo Newbery Belt, a large and prospective system where gold was first discovered in the 1890s. Numerous historical gold workings are recorded, and Sarama's initial work has identified several priority targets for follow-up.
Historical land access constraints had resulted in minimal modern exploration or drilling of significance. Consequently, the Project has not benefited from advances in geochemical and geophysical techniques now widely used to explore deeply weathered and complex regolith settings. This is particularly relevant given that approximately 75% of the Project area lies under cover.
Now that historical land access constraints have been resolved, Sarama has commenced systematic exploration. Initial soil geochemistry surveys have defined extensive gold-in-soil anomalous, with upcoming infill sampling and reconnaissance drilling aimed at refining and advancing these targets.
The Mt Venn Project was acquired in July 2025 and comprises three granted exploration licences covering approximately 420km² in the Eastern Goldfields of Western Australia. The Project is located within the Mt Venn greenstone belt, approximately 35km west of the Gruyere Gold Mine and close to existing road infrastructure, providing favourable access for exploration activities.
The Mt Venn greenstone belt is relatively underexplored and has demonstrated prospectivity for gold and base metals. Historical exploration was divided across multiple commodities, including nickel, gold, and base metals, and gold-specific targets received only moderate investigation. The Project area hosts multiple gold-in-soil anomalies and structural targets identified from historical datasets, many of which have not been adequately tested in a systematic, project-wide manner.
Sarama is undertaking a review of historical exploration data and planning systematic exploration programs to advance high-priority gold targets. Field activities will focus on surface geochemistry, geophysical surveys, and reconnaissance drilling to rapidly evaluate the most prospective areas.
With the acquisition completed on 22 July 2025, Sarama now holds a consolidated land position of approximately $1,000\mathrm{km}^2$ in the Laverton region, when combined with the nearby Cosmo Gold Project. This provides a strategic district-scale footprint across two underexplored greenstone belts.
Separate to its interests in Australia, the Company built and advanced substantial exploration landholdings in the Houndé Greenstone Belt in south-west Burkina Faso, West Africa, where the Sanutura Project (the "Project") was its principal exploration and development focus. The Project hosted the Bondi Deposit, with a mineral resource of 0.5Moz gold (Inferred)^(3), and hosted the Tankoro Deposit, which has a mineral resource of 0.6Moz gold (Indicated) and 1.9Moz gold (Inferred)^(2).
In August 2023, the Company was notified (the "Notification") by the Ministry of Energy, Mines and Quarries of Burkina Faso (the "Government") that its rights to the Tankoro 2 Exploration Permit (the "Permit"), which hosts the Tankoro Deposit, had been withdrawn in a manner the Company considers unlawful (refer news release dated 6 September 2023). The Notification stated that the Company's application for the Permit was unsuccessful, contradicting formal correspondence previously received from the Government. The Company vigorously disputes this withdrawal.
The Tankoro Deposit was the core component of the Project, for which the Company was in the final stages of completing a Preliminary Economic Assessment ("PEA") to advance the Project toward development.
The Company formally notified the Government of its Intent to Submit Claims to Arbitration (refer news release dated 30 November 2023) under the Agreement between the Government of Canada and the Government of Burkina Faso for the Promotion and Protection of Investments (the "BIT"). In December 2024, the Company submitted a Request for Arbitration ("RFA") to the International Centre for Settlement of Investment Disputes ("ICSID"), a division of the World Bank Group, marking the formal commencement of the arbitration process.
Prior to the unlawful withdrawal of the Permit, the Tankoro and Bondi Deposits represented a long-life mine development opportunity that the Company believed could have delivered robust and attractive financial returns. The Project was expected to be established and funded using the significant oxide mineral resource base. In 2023, Sarama commenced and substantially completed development study work, which was subsequently suspended following receipt of the Notification. Further details on the status of the Permit are provided below under the heading "Status of Mineral Tenure – Tankoro 2 Exploration Permit".
Sarama also holds an approximate $17\%$ participating interest in the Karankasso Project Joint Venture ("JV") which is situated adjacent to the 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 (Inferred)^(4) was declared for the Karankasso Project JV.
2
3
CORPORATE
Treasury
As at 31 March 2026, the Company had cash and cash equivalents of $289,998 (A$422,071).
Change of Auditor
On 16 February 2026, the Company announced the appointment of Davidson & Company LLP (“Davidson & Co”) as Sarama’s auditor, effective 13 February 2026. The appointment followed Sarama’s receipt of the resignation of HLB Mann Judd, effective 10 February 2026, in accordance with the requirements of British Columbia securities legislation.
Payments to Related Parties
For the quarter ended 31 March 2026, payments of $87,738 were made to related parties and/or their associates.
4
SUBSEQUENT EVENTS - POST 31 MARCH 2026
Western Australian Eastern Goldfields Projects
On 21 April 2026, the Company announced that it had entered into a binding Share Sale Agreement ("SSA") with Riedel Resources Ltd ("Riedel") (ASX:RIE), executed 17 April 2026, to sell its Cosmo and Mt Venn Projects (the "Projects") in exchange for a combination of equity consideration and the payment of certain project-related expenses (the "Transaction").
The Transaction will provide Sarama with a significant equity interest in Riedel, which will be transformed into a well-funded, multi-project gold explorer with several large projects across the Tier 1 jurisdictions of Western Australia and Arizona, USA.
Andrew Dinning has been appointed as a Non-Executive Director of Riedel, and it is proposed that Paul Schmiede be appointed Chief Executive Officer on completion of the Transaction. Jack Hamilton will fulfil the role of Special Advisor-Exploration with oversight over exploration activities on the three projects. The Company will retain the services of Mr Schmiede and Mr Hamilton as required to ensure continuity of the business, while Mr Dinning will continue in his full-time role as Executive Chairman. The Company continued to progress stakeholder engagement and permitting activities, including coordination with joint venture partners and Traditional Owners, to support access for future exploration programs, and maintained ongoing engagement with relevant Western Australian government departments to expedite permitting processes, which remain slow across the industry.
New South Wales Copper-Gold Project Applications
On 21 April 2026, the Company announced that it had received documentation from relevant authorities in New South Wales ("NSW") that tenure had been approved for the grant of three early-stage copper-gold exploration tenements in NSW which the Company believes it can potentially add significant value to for minimal expenditure (see Appendix B and Image 1).
On 8 May 2026, the Company was advised that the three tenements had been granted.
Arbitration proceedings against the State of Burkina Faso
On 21 April 2026, the Company announced that arbitration proceedings against the Government of Burkina Faso ("GoBF") were progressing as anticipated with a number of milestones achieved including the filing of the Company's written Memorial (the "Memorial") with the International Centre for Settlement of Investment Disputes ("ICSID") (refer news release dated 3 November 2025), the GoBF filing its Counter Memorial and confirmation of the Procedural Timetable and dates for the Merits Hearing.
The arbitration process is now in the document production phase which will be followed by further written submissions by both parties and pre-hearing procedural steps. This will culminate in the Merits Hearing 22 February 2027 to 26 February 2027, in which the parties will present their case and supporting evidence to the Tribunal. The date for the Final Award is yet to be determined.
The proceedings arise from the unlawful expropriation of the Company's Tankoro 2 Exploration Permit in Burkina Faso, which was the central component of a multi-million ounce gold development project. The Company is seeking damages of US$242 million, plus interest through arbitration administered by a division of the World Bank Group (refer news release dated 12 December 2024).
EXPLORATION AND EVALUATION EXPENDITURES
During the current quarter the Company incurred exploration expenditure of $496,936
The costs per active project area per each quarter for the current period ending 31 March 2026, and preceding four quarters is as follows:
| | Three months ended
31 March 2025 | Three months ended
30 June 2025 | Three months ended
30 September 2025 | Three months ended
31 December 2025 | Three months ended
31 March 2026 |
| --- | --- | --- | --- | --- | --- |
| Cosmo | 314,768 | 115,420 | 123,685 | 39,247 | 133,980 |
| Mt Venn | 67,080 | 68,686 | 15,099 | 383,679 | 60,380 |
| NSW | - | - | - | - | 8,968 |
| Sanutura | 37,667 | 51,254 | 35,547 | 74,010 | 33,268 |
| Total | 419,515 | 235,360 | 174,331 | 496,936 | 236,596 |
For the quarter ended 31 March 2026, the Company incurred exploration expenditure of $237k.
Expenditure incurred at the Cosmo Project was $134k consisting of field work of $23k, native title of $69k and government fees of $43k.
Expenditure incurred at the Mt Venn Project was $60k consisting of field work of $19k, native title of $5k and government fees of $36k.
Expenditure at the Sanutura Project was $33k consisting of legal and administration costs.
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PROPERTY INFORMATION, RECENTLY COMPLETED ACTIVITIES AND OUTLOOK
Australia
Cosmo Gold Project
Property Information
In December 2024, the Company acquired a majority interest in the Cosmo Gold Project ("Cosmo Project") in the Eastern Goldfields of Western Australia. The Cosmo Project comprises 7 contiguous exploration tenements covering approximately $580\mathrm{km}^2$ and is situated approximately 85km north-east of Laverton and 95km west of the world-class Gruyere Gold Mine and is readily accessible via the Great Central Road.
The project captures one of the last relatively unexplored greenstone belts in Western Australia, and with a strike length of +50km, the Cosmo Newbery Belt represents a large and prospective system with gold first being discovered in the area in the 1890's. Multiple historical gold workings are documented within the Project area and work undertaken to date, has identified multiple exploration targets for follow up.
Despite its significant prospectivity, the Cosmo Project has seen virtually no modern exploration or drilling of merit due to a lack of land access persisting over a significant period. As a result, the Cosmo Project has not benefited from the evolution of geochemical and geophysical techniques which now facilitate effective exploration in deeply weathered and complex regolith settings which is particularly pertinent given approximately $75\%$ of the Project area is under cover.
Following the relatively recent securing of land access, the project is now available for systematic and modern-day exploration programs. Exploration programs will initially follow-up preliminary targets generated from regional soil sampling and limited reconnaissance drilling programs, a majority of which extended to approximately 5m below surface with a small percentage extending up to 30m below surface.
Figure 2 – Cosmo Gold Project Location, Eastern Goldfields, Western Australia
Activities Completed in Q1 2026
During 2025, the Company completed the first major systematic exploration program across the 580km² project area, including a regional soil geochemistry survey comprising approximately 5,000 samples collected across priority areas identified from geophysical data and historical exploration. Interpretation of survey results, integrated with geological and regolith datasets, identified significant gold-in-soil anomalies and defined eight priority target areas for follow-up exploration. Field activities subsequently included prospecting, ground-truthing anomalies, and assessing future drill lines to support planned infill soil surveys and a reconnaissance drilling program of approximately 10,000m.
A heritage clearance application was submitted to Yilka Heritage and Land Care Pty Ltd in early Q3 2025. Completion of the survey was delayed beyond the 2025 year end due to unusually high workloads for heritage survey teams following Goldfields' acquisition of Gold Road Resources' neighbouring eastern tenements, together with the seasonal shutdown period from December to the end of February.
The requisite field surveys were subsequently completed in March 2026, and the Company is now awaiting the final clearance report to enable completion of drill planning and commencement of the proposed reconnaissance drilling program to test targets generated from the extensive soil geochemistry program completed in Q2 2025.
Other activities during the quarter included ongoing compilation and review of historical data, together with general tenement management and compliance work.
Outlook
Fieldwork will continue with further project-scale prospecting, infill soil geochemical surveys and reconnaissance drilling planned in high priority target areas. Commencement of these programs is largely dependent on the timing of Aboriginal cultural heritage clearance which will be informed by the findings of the recent anthropological and archaeological surveys. Other government approvals to support the planned drilling will be progressed in parallel.
Mt Venn Gold Project
Property Information
The Company acquired an 80% interest in the belt-scale Mt Venn Gold Project located in the Eastern Goldfields of Western Australia in July 2025. The project is located approximately 110km north-east of Laverton and 35km west of the regionally significant Gruyere Gold Mine and is readily accessible via the Great Central Road which services the regional area east of Laverton.
The project comprises three contiguous exploration tenements covering ~420km², encompassing most of the underexplored Jutson Rocks Greenstone Belt over an approximate 50km strike length. The belt hosts a diverse suite of volcanic rocks, pyroclastics, metasediments, and intrusive units aligned with key structural features. A regionally extensive shear zone, 1–3km wide, runs the full length of the belt, with splays in the south creating a favourable structural setting for mineralisation.
Gold was first discovered in the 1920s, leading to small-scale mining. Since then, numerous gold occurrences and several kilometre-scale gold-in-soil anomalies have been identified, though many remain untested. Drilling by Cazaly Resources (ASX: CAZ) at the Three Bears Prospect intersected broad zones of gold mineralisation in both weathered and fresh rock, confirming the area's potential (Cazaly release, 27 Feb 2017).
Beyond gold, the Project is also prospective for base metals and platinum group elements. Historical work identified copper, nickel, and zinc targets, several of which remain untested due to past funding and access constraints. Notably, significant copper mineralisation has been intersected immediately south of the Project area.
Located in a prolific gold district with strong structural and lithological characteristics, the Project benefits from a solid base of historical exploration and drill-ready targets. Its scale and strategic position within the Laverton Gold District, combined with nearby infrastructure and operating mines, enhance the potential for a meaningful discovery, especially when advanced alongside Sarama's Cosmo Project.
Activities Completed in Q1 2026
The Company continued with the compilation and review of historical data to facilitate further exploration planning and drill targeting. A project-scale interpretation of historical geophysical data was commissioned, and results are expected in Q2 2026. The Company anticipates that the reassembly of historical data will generate a number of targets that will form the basis for future field work. The Company also progressed its application for a government-issued Mining Entry Permit which is required for the Company to conduct field work under Aboriginal-related West Australian legislation.
Outlook
The Company is planning more systematic exploration activities including project-scale prospecting, ground-truthing of historical data and confirmatory and exploratory soil geochemistry surveys. Field work expected to commence following completion of data compilation and receipt of requisite government approvals in relation to Aboriginal affairs and any other Aboriginal cultural heritage clearances that are required.
New South Wales Copper-Gold Projects
The Company has been granted three early-stage copper-gold exploration tenements in New South Wales, which it believes have the potential to generate significant value with relatively modest expenditure.
The exploration licences comprise a portfolio of early-stage copper-gold projects targeting underexplored areas within, and adjacent to, the Lachlan Fold Belt that are prospective for copper, gold and polymetallic mineralisation.
Three priority areas — Bong Bong Creek, Bald Hill and the Gegedzerick Copper Lode — were identified based on prospectivity, access and marketability. These areas comprise clusters of historical copper workings and mineral occurrences and are characterised by favourable geological settings, including intrusive and extrusive igneous rocks, historical shafts and workings, and zones of known copper mineralisation with additional gold potential. The Company's application strategy has focused on securing tenure over historically mineralised systems that demonstrate evidence of high-grade copper mineralisation and strong geological analogues for larger-scale mineralised systems.
The Gegedzerick Project is located within the Lachlan Fold Belt and is considered prospective for porphyry and intrusion-related copper-gold mineralisation.
The Bald Hill Project is situated along the western margin of the New England Orogen and is considered prospective for intrusion-related gold systems, with additional potential for porphyry-style copper mineralisation hosted within Lower Permian rocks.
The Bong Bong Project is located within the central Lachlan Fold Belt, where mineralisation is dominated by copper carbonates, with minor azurite, chalcocite and chalcopyrite. Gold and silver are considered secondary target commodities.
Outlook
Planned exploration across the Gegedzerick, Bald Hill and Bong Bong Projects will comprise systematic, staged reconnaissance programs aimed at validating prospectivity for porphyry and intrusion-related copper-gold mineralisation and advancing priority targets toward drilling.
9
Burkina Faso
The Company has interests in mineral properties located within the southern Houndé Greenstone Belt in southwest Burkina Faso where exploration and development activities were primarily focussed on the Sanutura Project (or "Sanutura").
Sanutura Project
Property Information
The primary focus of the Company had been the development of Sanutura in south-west Burkina Faso. Sanutura was a pre-development project that hosted a significant, well-defined mineral resource and a suite of exploration targets.
On 16 November 2021, the Company announced an updated Mineral Resource Estimate ("MRE") for Sanutura(1) of 9.4Mt @ 1.9g/t Au for 0.6Moz Au (Indicated) and 52.7Mt @ 1.4g/t Au for 2.3Moz Au (Inferred).
The MRE comprised the Bondi Deposit (9.2Mt @ 1.5g/t Au for 0.5Moz (Inferred)(3)), and also the Tankoro Deposit (9.4Mt @ 1.9g/t Au for 0.6Moz Au (Indicated) plus 43.6Mt @ 1.4g/t Au for 1.9Moz (Inferred)(2)) located on the Permit, which was expropriated by the Government.
A technical report prepared in accordance with Canadian National Instrument ("NI 43-101") titled "NI 43-101 Technical Report, Sanutura Project, South-West Burkina Faso" and dated 7 February 2022, supporting the MRE is available on SEDAR+ (www.sedarplus.ca). There are no material differences in the technical information contained in the technical report compared to the disclosure in the 16 November 2021 news release regarding the estimate of mineral resources for the Project, except as related to the illegal withdrawal of the Permit.
In August 2023, the Company received Notification from the Government that the application for its 100%-owned Tankoro 2 Exploration Permit (or the Permit), which had been lawfully approved nearly two years earlier, was retroactively "rejected" (refer news release dated 6 September 2023). This Notification effectively and illegally withdrew the Company's rights to the Permit.
The Permit covered the Tankoro Deposit, a multi-million-ounce gold resource and the core component of the Company's Sanutura Project (or the Project), located in the Houndé Greenstone Belt in southwest Burkina Faso. At the time of the expropriation, Sarama was nearing completion of a Preliminary Economic Assessment for the Project, and as a result of the Government's action, all project activities were suspended.
Sarama had been active on the Permit for over 12 years, and its mineral tenure was most recently confirmed on 24 November 2021 when the then Government Minister of Energy, Mines and Quarries (the "Minister"), Dr Bachir Ouédraogo, granted the Permit. The prescribed issuance fees were paid within the statutory timeframe on 29 November 2021 (refer news release dated 1 December 2021). Under Burkina Faso law, once an exploration permit is granted and the requisite fees are paid, the Government issues the arrêté (licence certificate) as an administrative formality or process. Sarama had successfully completed this process on numerous occasions, most recently on 3 August 2023 for its Ouangoro 2 Exploration Permit.
The August 2023 notification stated that Sarama's application for the Permit, lodged in August 2021 and approved in November 2021, had been "rejected," despite having been validly granted in accordance with the applicable laws. On 6 September 2023, during his public presentation at the Africa Down Under Mining Conference in Perth, the Minister, Simon-Pierre Boussim, stated that the Permit was available for purchase. Based on the written notification, the Minister's public statements, and his subsequent failure to respond to Sarama's correspondence, the Company was forced to interpret the Minister's letter of 25 August 2023 as a withdrawal of its rights to the Permit.
Claim Background and Arbitration Proceedings
As a Canadian-incorporated company, Sarama benefits from protections under the Canada-Burkina Faso Bilateral Investment Treaty ("BIT") which came into force in 2017. Pursuant to the dispute resolution provisions of the BIT, the Company issued a Notice of Intent to Arbitrate to the Government in November 2023 (refer news release dated 30 November 2023), initiating a mandatory 60-day consultation period. The Government did not respond or engage during this period.
In December 2024, Sarama formally commenced international arbitration proceedings by filing its RFA with ICSID.
Sarama was advised by ICSID on 23 June 2025 that the arbitral tribunal (the "Tribunal") had been constituted. The Tribunal comprises Professor Albert Jan van den Berg (President, appointed by the Chairman of the ICSID Administrative Council), Mr. John Beechey (appointed by Sarama), and Professor Nassib G. Ziadé (appointed by the Chairman of the ICSID Administrative Council for the GoBF).
The Tribunal issued its first Procedural Order confirming, among other matters, that Sarama's Memorial would be filed by 31 October 2025, and the Government of Burkina Faso's Counter-Memorial by 31 January 2026. The GoBF was subsequently granted an eight-week extension to the required filing date and filed its Counter-Memorial on 30 March 2026.
On 21 April 2026, the Company announced that arbitration proceedings against GoBF were progressing as anticipated, with several key milestones achieved, including confirmation of the Procedural Timetable and scheduling of the Merits Hearing for 22-26 February 2027. Arbitration is currently in the document production phase and will progress through further written submissions and pre-hearing procedural steps before the parties present their cases and supporting evidence to the Tribunal at the Merits Hearing. The date for the Final Award has not yet been determined.
Non-Recourse Litigation Funding Secured
In October 2024, Sarama entered into a Litigation Funding Agreement ("LFA") with Locke Capital II LLC, a specialist dispute resolution funder (refer to news release dated 24 October 2024). The LFA provides for a four-year, non-recourse loan facility of US$4.4 million to cover all legal and arbitration-related costs associated with the claim. Security for the facility is limited to the claim and any resulting proceeds and benefits arising from the ownership chain relating to the Sanutura Project. There is no recourse to the Company's assets or operations outside of the project ownership structure.
Repayment of the facility is only required in the event of a successful claim, settlement, or upon default under the LFA. If a material adverse change occurs, only unused funds are subject to repayment. The funder's return is contingent on the successful outcome and timing of the arbitration or settlement process.
Experienced Legal Representation
The Company engaged Boies Schiller Flexner (UK) LLP ("BSF") as legal counsel (refer news release dated 18 October 2023). BSF is a leading international law firm with significant experience in investor-state arbitration and a strong track record in the natural resources sector. The firm has successfully represented clients in mining-sector disputes, having successfully represented Indiana Resources Ltd (ASX: IDA) and GreenX Metals Ltd (ASX: GRX) in similar expropriation claims, which resulted in substantial awards in favor of the claimants.
Activities Completed in Q1 2026
Arbitration proceedings progressed largely as anticipated. On 24 December 2025, the GoBF advised ICSID that it had, albeit very belatedly, appointed international counsel. Counsel subsequently sought a four-month extension for filing the Counter-Memorial; ICSID ultimately granted an eight-week extension, moving the filing deadline from 31 January 2026 to 30 March 2026.
Outlook
Arbitration is currently in the document production phase and will progress through further written submissions and pre-hearing procedural steps before the parties present their cases and supporting evidence to the Tribunal at the Merits Hearing scheduled for 22-26 February 2027. The date for the Final Award has not yet been determined.
In parallel with advancing arbitration, the Company continues to pursue broader measures aimed at mitigating damages arising from the Government's unlawful withdrawal of the Tankoro 2 Exploration Permit.
Sarama is working closely with its legal counsel, Boies Schiller Flexner, to progress the claim under the Canada-Burkina Faso Bilateral Investment Treaty and to seek full compensation for the losses suffered. This may include, but is not limited to: the value of the Permit itself; the value of the Company's historic investment in the Sanutura Project; the value of the Project at the time of the Permit's withdrawal; and damages incurred as a direct consequence of the Government's actions.
The Company also continues to evaluate opportunities to realise value from its remaining assets as part of its overall strategy to mitigate damages and safeguard and maximise shareholder value.
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Karankasso Project
Property Information
The Karankasso Project ("Karankasso") is a joint venture between Sarama and Endeavour Mining (the "Operator") and is located approximately 400km southwest of Ouagadougou in Burkina Faso.
Karankasso has an inferred mineral resource estimate$^{(4)}$ of 12.74Mt @ 1.73g/t Au for 709,000 oz of contained gold of which Sarama's equity interest is approximately 125,000 oz gold (based on Sarama's approximate 17.5% project interest as of 31 March 2026).
Activities Completed in Q1 2026
The Company is awaiting results from the drone geophysical survey that was scheduled for Q4 2026 and anticipates receiving these at the next joint venture meeting.
Outlook
In line with the Company's broader objective of mitigating damages resulting from the Governments illegal withdrawal of the Permit, the Company continues to explore its options with Karankasso.
SELECTED FINANCIAL INFORMATION
The following information has been extracted from the Company's interim consolidated financial statements prepared in accordance with IFRS, for each of the quarters ended 31 March.
Please refer to Results of Operations for analysis of Operations for the quarter ended 31 March 2026 compared to the quarter ended 31 March 2025.
| | 2026
$ | 2025
$ | 2024
$ |
| --- | --- | --- | --- |
| Interest income – quarter ending 31 March | 5,034 | 9,697 | 3,516 |
| Net loss – quarter ending 31 March | 427,683 | 673,644 | 393,408 |
| Net loss per share for the quarter ending 31 March - basic and diluted (cents) | 0.1 | 0.2 | 0.2 |
| Total assets – as at 31 March | 359,529 | 559,523 | 2,161,664 |
| Total liabilities – as at 31 March | 1,776,051 | 1,221,177 | 1,221,904 |
RESULTS OF OPERATIONS
Quarter ended 31 March 2026 and 31 March 2025
| | Q1 2026
$ | Q1 2025
$ | Variance
$ |
| --- | --- | --- | --- |
| Income | | | |
| Interest income | 5,034 | 9,697 | (4,663) |
| | 5,034 | 9,697 | (4,663) |
| Expenses | | | |
| Accounting and audit | 6,280 | 5,006 | (1,274) |
| Directors’ fees | 23,086 | 20,931 | (2,155) |
| Finance charges | 3,356 | 2,724 | (632) |
| Insurance | 5,881 | 9,598 | 3,717 |
| Marketing and investor relations | 6,970 | 5,002 | (1,968) |
| Office and general | 53,180 | 61,405 | 8,225 |
| Professional advisory & legal fees | 44,286 | 60,826 | 16,540 |
| Salaries | 156,759 | 81,068 | (75,691) |
| Travel | - | 6,827 | 6,827 |
| Foreign exchange gain | (27,993) | (811) | 27,182 |
| Total general and administration | 271,805 | 252,576 | 19,229 |
| Exploration expenditure as incurred | 236,596 | 419,515 | 182,919 |
| Depreciation | 580 | 994 | 645 |
| Stock based compensation | 19,740 | - | (19,740) |
| Fair value loss / (gain) on warrants carried at fair value through profit or loss | (96,004) | 10,256 | 106,260 |
| Net loss | 427,683 | 673,644 | 245,961 |
The Company reported a loss of $427,683 ($0.001 per share) for the quarter ended 31 March 2026 compared to a loss of $673,644 ($0.002 per share) for the quarter ended 31 March 2025 (positive variance $246k).
Exploration expenditure decreased by $183k in Q1 2026 compared to Q1 2025 due to decreased expenditure at Cosmo through delays in permitting processes, whereas a large multi-phase regional soil geochemistry survey was conducted in Q1 2025. (refer Exploration and Evaluation section on page 5 for further details).
Salaries increased by $76k in Q1 2026 compared to Q1 2025 due to decreased allocation of salaries to exploration expenditure for reasons as stated above.
Fair value gain on warrants of $96k in Q1 2026 compared to loss of $10k in Q1 2025 (positive variance $106k) represented the current quarter movement in the revaluation of shareholder warrants at 31 March 2026 due to a decrease in the Company's share price.
Stock based compensation of $20k in Q1 2026 represented the quarterly expense relating to the granting of equity incentives in 2025.
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SUMMARISED UNAUDITED QUARTERLY RESULTS
Summarised unaudited quarterly results for the past eight quarters are:
| Quarter ended | Interest income ($) | Net loss for the period ($) | Basic loss per share (cents) | Diluted loss per share (cents) |
|---|---|---|---|---|
| 31 March 2026 | 5,034 | 427,683 | 0.1 | 0.1 |
| 31 December 2025 | 9,812 | 864,040 | 0.2 | 0.2 |
| 30 September 2025 | 10,642 | 697,565 | 0.2 | 0.2 |
| 30 June 2025 | 3.338 | 544,255 | 0.2 | 0.2 |
| 31 March 2025 | 9,697 | 673,644 | 0.2 | 0.2 |
| 31 December 2024 | 7,291 | 3,141,177 | 1.1 | 1.1 |
| 30 September 2024 | 5,283 | 379,500 | 0.2 | 0.2 |
| 30 June 2024 | 2,389 | 368,785 | 0.2 | 0.4 |
The primary driver for the variance in net profit and loss across multiple quarterly periods is due to the expensing of exploration expenditure programs.
Other components within the net profit/loss are general and administrative costs of running the Perth office, foreign exchange gains and losses and stock-based compensation costs.
LIQUIDITY AND CAPITAL RESOURCES
At this point in time, the Company does not generate cash from mining operations. In order to fund its exploration and administrative activities, the Company is dependent upon raising capital through the issue of shares and warrants or alternative sources of financing. A process is currently being conducted to determine the likely timing and quantum of these future sources of funding. The Company continues to believe such financing will be available, as and when required and on acceptable terms but there is no guarantee that is the case.
As at 31 March 2026 the Company had working capital deficit of $1,421,128 (31 December 2025: $1,013,917 deficit). Working capital is defined as current assets less current liabilities.
The current liabilities substantially comprise unpaid executive salaries of $545,080, leave entitlements of $360,587, and derivative liability of $391,124
Executive management have agreed a contract variation to their employment agreement whereby;
i) if an employment contract is terminated, the employee will not enforce immediate payment of their employee entitlements.
ii) the variation remains in place until 1 January 2027.
iii) in the event this employment agreement is terminated by either party prior to 1 January 2026, the employee agrees to convert any employee entitlements payable into an unsecured loan from the Company with interest accrued based on 90 day bank bill swap rate plus 8%.
iv) if the Company is subject to a change of Control event, the loan becomes due and payable immediately.
v) In the event a Change of Control event occurs this variation terminates immediately.
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COMMON SHARE DATA as at 15 May 2026
| Common shares outstanding | 463,070,521 |
|---|---|
| Options issued to directors, executive officers, and a consultant | 14,450,000 |
| Warrants issued to shareholders and agents | 90,458,332 |
| Equity Incentives issued to executive officers and a consultant | 11,550,000 |
| Common shares outstanding assuming exercise of all options, warrants and equity incentives | 579,528,853 |
RISK AND UNCERTAINTIES
The Company's operations and results are subject to a number of different risks at any given time. These risk factors include, but are not limited to:
- exploration and development risk;
- market factors and volatility of commodity prices;
- negative operating cash flow and the need for additional financing;
- limited operating history;
- global economic conditions;
- price volatility in publicly traded securities;
- title and property risks;
- dependence on key management and qualified personnel;
- risks associated with operations in Africa;
- risks associated with maintaining a skilled workforce;
- risks relating to government regulations;
- environmental laws, regulations and risks;
- uncertainty of acquiring necessary permits and compliance with terms;
- infrastructure risks;
- uninsurable risks;
- enforcement of legal rights;
- risks relating to the presence of artisanal miners;
- fluctuations in foreign exchange rates;
- competition;
- acquisition risks;
- conflicts of interest;
- dilution;
- dividends;
- PFIC classification;
- renewal and reissue of the required exploration permits' arrêtés;
- the imposition of special conditions or fees by the Government in connection with the issuance of any outstanding Exploration Permits' arretés;
- illegal actions by host governments;
- pandemic risks; and
- geopolitical and security risks.
For full details on the risks and uncertainties affecting the Company, please refer to the Company's audited annual consolidated financial statements, annual MD&A, and annual information form for the year ended 31 December 2025 which are available on the Company's website at www.saramaresources.com or on SEDAR+ at www.sedarplus.ca.
OFF-BALANCE SHEET TRANSACTIONS
During the period ended 31 March 2026 and up to the date of this report, the Company had no off-balance sheet transactions.
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INTERNATIONAL FINANCIAL REPORTING STANDARDS
The interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the IASB, effective as of 31 March 2026. The Company's significant accounting policies are described in note 2 of the Company's consolidated financial statements for the year ended 31 December 2025 and 2024.
CHANGES IN ACCOUNTING STANDARDS
The accounting policies applied in the preparation of the Company's interim consolidated financial statements for the period ended 31 March 2026 and 2025, are consistent with those applied and disclosed in the Company's annual consolidated financial statements.
The Company has reviewed all the new and revised Standards and Interpretations issued by the IASB that are relevant to the Company and effective for the current reporting period. As a result of this review, the Company has determined that there is no material impact of the new and revised Standards and Interpretations on the Company and, therefore, no material change is necessary to the Company's accounting policies.
The Company has also reviewed all the new and revised Standards and Interpretations in issue not yet adopted for the period ended 31 March 2026. As a result of this review the Company has determined that there is no material impact of the Standards and Interpretations in issue not yet adopted on the Group and, therefore, no change is necessary to Group accounting policies.
INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining adequate internal controls over financial reporting and disclosure controls and procedures. The Company's internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of internal controls over financial reporting and disclosure, no matter how well designed, has inherent limitations. The effectiveness of internal controls is also subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may change.
There were no changes in the Company's internal controls over financial reporting during the three months ended 31 March 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
FORWARD-LOOKING STATEMENTS
This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the Tribunal's issuance of the Procedural Orders; submission of Sarama's written Memorial and the GoBF's Counter-Memorial; the quantum and pursuit of compensation for the loss and damages; the appoint of a quantum expert and preparation of a professional damages assessment; and the pursuit and outcome of the arbitration claim, information with respect to the Company's planned exploration and development activities; having interests in projects in areas which are considered highly prospective for gold and remain under-explored; actively assessing opportunities in other jurisdictions; statements related to a potential mine development opportunity featuring an initial, long-life CIL project which was believed could have been established and paid for by the significant oxide mineral resource base; costs and timing of future exploration; statements regarding results of future exploration and drilling, timing and receipt of approvals, consents and permits under applicable legislation; updated plans for the advancement of the Sanutura Project (as defined below); the identification of targets within the Sanutura Project, which, prior to the illegal withdrawal of the Permit (as defined below), the Company believed had the potential to make meaningful additions to the mineral resource base of the Sanutura Project; the intention to gain the best commercial outcome for shareholders of the Company; preserving and maximising shareholder value; the pursuit of legal rights in connection with the Permit, which was withdrawn in a manner the Company believes to be unlawful; the expectation that it will receive all of the requisite Exploration Permits' arretés; plans
to continue with limited desk-top work on the Karankasso Project; plans to review Sarama's ongoing investment in the Karankasso Project on a periodic basis; and the adequacy of financial resources. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking information. Wherever possible, words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: our limited operating history, negative operating cash flow and need for additional financing; the early stage of our exploration and the fact that we have no mineral reserves; global economic conditions; our dependence on key management and qualified personnel; exploration, development and mining risks; title and property risks; risks related to the presence of artisanal miners; risks associated with operations in Africa; risks associated with pandemics and health; risks associated with maintaining a skilled workforce; risks relating to government regulations; environmental laws, regulations and risks; changes in national and local government regulation of mining operations and regulations; risks associated with inconsistent application of governing laws; uncertainty regarding the Company's ability to acquire necessary permits and comply with their terms; uncertainty regarding the issuance of supporting documentation following the granting of permits, including but not limited to Exploration Permits' arretés; infrastructure risks; uninsurable risks; risks regarding our ability to enforce our legal rights; market factors and volatility of commodity prices; fluctuations in foreign exchange rates; competition; acquisition risks; conflicts of interest; price volatility in publicly traded securities; dilution; dividends and "passive foreign investment company" tax consequences to U.S. shareholders.
Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable.
Assumptions have been made regarding, among other things: our ability to carry on exploration and development activities, our ability to meet our obligations under our property agreements, the timing and results of drilling programs, the discovery of mineral resources and mineral reserves on our mineral properties, the timely receipt of required approvals, the price of gold, the costs of operating and exploration expenditures, our ability to operate in a safe, efficient and effective manner, our ability to obtain or maintain the necessary approvals, permits or licenses that may be required to explore and develop our current or future properties, the governing laws are applied consistently, transparently and in a timeframe sufficient to continue activities and our ability to obtain financing as and when required and on reasonable terms. You are cautioned that the foregoing list is not exhaustive of all factors and assumptions that may have been used.
Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. We cannot assure you that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. We do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.
Footnotes
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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 November 16, 2021. See further details on the status of the Permit above under the heading "Status of Mineral Tenure – Tankoro 2 Exploration Permit".
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Tankoro Deposit component of the Sanutura Project's mineral resource - 9.4Mt @ 1.9g/t Au for 0.6Moz Au Indicated plus 43.6Mt @ 1.4g/t Au for 1.9Moz 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. See further details on the status of the Permit above under the heading "Status of Mineral Tenure – Tankoro 2 Exploration Permit".
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Bondi Deposit component of the Sanutura Project's mineral resource – 9.2Mt @ 1.5g/t Au for 0.5Moz Au Inferred, reported at cut-off grades ranging 0.2-1.5g/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.
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Karankasso Project mineral resource estimate – the current mineral resource estimate for the Karankasso Project of 12.74Mt @ 1.73g/t Au for 709koz Au Inferred effective date of December 31, 2019 was disclosed on February 24, 2020 by Semafo Inc "Semafo", since acquired by Endeavour. For further information regarding that mineral resource estimate, refer to the news release "Semafo: Bantou Project Inferred Resources Increase to 2.2Moz" dated February 24, 2020 and "Semafo: Bantou Project NI43-101 Technical Report – Mineral Resource Estimate" dated April 3, 2020. The news release and technical report are available under Semafo's and Endeavour's profile on SEDAR+ at www.sedarplus.ca. 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.
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 and a Competent Person under the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves the "JORC Code". 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 and a Competent Person under the JORC Code. 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 and a Competent Person under the JORC Code. 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.
The exploration results and Mineral Resource estimates referred to in this announcement were first disclosed in accordance with ASX Listing Rules 5.7 and 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, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the prospectus continue to apply and have not materially changed.
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