Sarama Resources Ltd. — Proxy Solicitation & Information Statement 2025

Jan 3, 2025

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SARAMA RESOURCES LTD.

NOTICE OF SPECIAL MEETING
to be held February 4, 2025

NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Sarama Resources Ltd. (the “Company”) will be held at Suite 2200, RBC Building, 885 West Georgia Street, Vancouver, British Columbia on February 4, 2025, at 4:00 p.m. (Vancouver time), for the following purposes:

1. to approve the issuance of placement options under the second tranche of a private placement in accordance with Listing Rule 7.1 of the ASX;
2. to approve the issuance of broker options in connection with a private placement in accordance with Listing Rule 7.1 of the ASX;
3. to approve the issuance of CDIs and common shares to executives of the Company in lieu of unpaid salaries in accordance with Listing Rule 7.1 of the ASX;
4. to approve the issuance of Shares to Andrew Dinning (or his nominees), a director and executive, in lieu of unpaid salaries in accordance with the provisions of Listing Rule 10.11 of the ASX;
5. to approve the issuance of Shares to Simon Jackson (or his nominees), a director, in lieu of unpaid director fees in accordance with the provisions of Listing Rule 10.11 of the ASX;
6. to approve the issuance of Shares to Steven Zaninovich (or his nominees), a director, in lieu of unpaid director fees in accordance with the provisions of Listing Rule 10.11 of the ASX; and
7. to transact such other business as may properly come before the Meeting.

The board of directors have fixed the close of business (Vancouver time) on December 20, 2024 as the record date for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. No person who becomes a Shareholder of the Company after the record date will be entitled to vote or act at the Meeting or any adjournment thereof.

While registered Shareholders and duly appointed proxyholders must attend the Meeting in person at the address above to participate in the Meeting, the Company will also make available a conference call facility to enable Shareholders to listen to the Meeting as follows:

1 855 263 2892 (North America); 61 1300 935 435 (Australia); 61 8 6117 7422 (Perth (local))
Conference ID: [103849]

Only registered Shareholders and duly appointed proxyholders will be able to vote in person at the Meeting. Shareholders participating in the Meeting via conference call will be required to confirm their identity to the satisfaction of the Company. Shareholders intending to attend the Meeting by telephone are encouraged to contact the Company’s CFO and Company Secretary, Mr. Lui Evangelista at info@saramaresources.com by 4:00 p.m. (Vancouver time) on January 31, 2025.

Accompanying this Notice of Meeting are: (i) the Information Circular; (ii) a form of proxy or voting instruction form; and (iii) a notification regarding the Company’s use of Notice-And-Access (the “Notice-and-Access Notification”) (collectively, the “Meeting Materials”). The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. Copies of any documents to be considered, approved, ratified, and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company at Suite 2200, RBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, with advance notice during normal business hours up to February 4, 2025, being the date of the Meeting.

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If you are a registered Shareholder and are unable to attend the Meeting in person, in order for your proxy to be valid and your votes to be counted, you must date, execute, and return the accompanying form of proxy to the office of TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 (Attn: Proxy Department) by not later than 4:00 p.m. (Vancouver time) on January 31, 2025, or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturdays and holidays) before the time for holding the adjourned or postponed, meeting. If you are a non-registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

As a Shareholder of the Company, it is very important that you read the accompanying Information Circular and other Meeting Materials carefully. They contain important information with respect to voting your shares and attending and participating at the Meeting.

DATED at Vancouver, British Columbia, December 20, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

ANDREW DINNING
Chairman