Sarama Resources Ltd. — Proxy Solicitation & Information Statement 2024

Aug 12, 2024

SARAMA RESOURCES LTD

(the " Company ")

Annual General and Special Meeting Sept. 11, 2024 at 04:00 PM (Canada/Pacific Daylight) By teleconference; and at Cassels Vancouver office (the " Meeting ")

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number.

2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Company.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Company.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

SARAMA RESOURCES LTD has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2190.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by Aug. 30, 2024.

VOTING METHOD

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Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
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Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”)

SARAMA RESOURCES LTD (the " Company ")

CONTROL NUMBER: «CONTROL_NUMBER»

Annual General and Special Meeting Sept. 11, 2024 at 04:00 PM (Canada/Pacific Daylight) By teleconference; and at Cassels Vancouver office SECURITY CLASS: Common Shares RECORD DATE: July 26, 2024 FILING DEADLINE FOR Sept. 9, 2024 at 04:00 PM PROXY: (Canada/Pacific Daylight)

APPOINTEES

The undersigned hereby appoints Andrew Dinning, whom failing Lui Evangelista, or failing both of them Gordon Chambers, (the “Management Nominees”) or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	FOR	WITHHOLD	2. Appointment of Auditor	FOR	WITHHOLD
A) Andrew Dinning B) L. Simon Jackson C) Adrian Byass			Appointment of HLB Mann Judd as Auditor of the Company for the ensuing year and authorizing the Directors to fx their remuneration.
D) Steven Zaninovich
3. Approval of the Issue of Tranche 2 Placement CDIs To approve the issuance of CDIs under the	FOR	AGAINST	4. Approval of the Issue of Compensation Shares in lieu of unpaid salaries to Executive Ofcers	FOR	AGAINST
second tranche of a private placement, as			To approve the issuance of CDIs and common
further described in the information circular.			shares to executives of the Company in lieu of
			unpaid salaries, as further described in the
			information circular.
5. Approval of the Issue of Compensation			6. Approval of the Issue of Compensation
Shares in lieu of unpaid salaries to Director and Executive Ofcer Andrew Dinning	FOR	AGAINST	Shares in lieu of unpaid fees to Director Simon Jackson To approve the issuance of Shares to Simon	FOR	AGAINST
To approve the issuance of Shares to Andrew Dinning (or his nominees), a director and			Jackson (or his nominees), a director, in lieu of unpaid director fees, as further described in
executive, in lieu of unpaid salaries, as further			the information circular.
described in the information circular.
7. Approval of the Issue of Compensation			8. Approval of the Issue of Compensation
Shares in lieu of unpaid fees to Director	FOR	AGAINST	Shares in lieu of unpaid fees to Director	FOR	AGAINST
Adrian Byass			Steven Zaninovich
To approve the issuance of Shares to Adrian			To approve the issuance of Shares to Steven
Byass (or his nominees), a director, in lieu of			Zaninovich (or his nominees), a director, in lieu
unpaid director fees, as further described in			of unpaid director fee, as further described in
the information circular.			the information circular.
9. Approval of the Issue of Director Options – Andrew Dinning	FOR	AGAINST	10. Approval of the Issue of Director Options – Simon Jackson	FOR	AGAINST
To approve the issuance of up to 3,000,000			To approve the issuance of up to 750,000
stock options to Andrew Dinning, a director, as			stock options to L. Simon Jackson, a director,
further described in the information circular.			as further described in the information circular.
11. Approval of the Issue of Director Options – Adrian Byass	FOR	AGAINST	12. Approval of the Issue of Consideration Securities to Cosmo	FOR	AGAINST
To approve the issuance of up to 750,000			To approve the issuance of up to 25,000,000
stock options to Adrian Byass, a director, as			CDIs and up to 7,500,000 Options over CDIs to
further described in the information circular.			Cosmo Gold Limited (or its nominees), as
			further described in the information circular.
13. Approval for the Issue of CDIs under a Placement To approve the issue of CDIs under a	FOR	AGAINST	14. Re-Approval of the Option Plan To re-approve the existing stock option plan of the Company, as further described in the	FOR	AGAINST
Placement to raise up to A$2,000,000, as			information circular.
further described in the information circular.
15. Approval of 10% Placement Facility	FOR	AGAINST
To approve the Company having the additional
capacity to issue equity securities up to 10%
of the issued capital of the Company, as
further described in the information circular.

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.

Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593 Check this box if you wish to receive the selected financial statements electronically (optional on the Issuer providing via email) EMAIL

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery? lang=en