Sarama Resources Ltd. — Proxy Solicitation & Information Statement 2025

Jan 3, 2025

SARAMA RESOURCES LTD

(the "Company")

Special Meeting

Feb. 4, 2025 at 04:00 PM (Canada/Pacific Standard)

Cassels Brock & Blackwell LLP Suite 2200, RBC Building, 885 West Georgia St. Vancouver, BC V6C 3E8

Time: 4:00PM (Vancouver Time)

(the "Meeting")

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.

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.

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 Jan. 24, 2025.

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

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-insite-registration 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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TMX

TSX TRUST

FORM OF PROXY ("PROXY")

SARAMA RESOURCES LTD

(the "Company")

CONTROL NUMBER: «CONTROL_NUMBER»

Special Meeting

Feb. 4, 2025 at 04:00 PM

(Canada/Pacific Standard)

Cassels Brock & Blackwell LLP Suite 2200, RBC

Building, 885 West Georgia St. Vancouver, BC

V6C 3E8 Time: 4:00PM (Vancouver Time)

SECURITY CLASS: Common Shares

RECORD DATE: Dec. 20, 2024

FILING DEADLINE FOR

PROXY:

Jan. 31, 2025 at 04:00 PM

(Canada/Pacific Standard)

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 proxynolder 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. APPROVAL OF ISSUE OF PLACEMENT OPTIONS	FOR	AGAINST	2. APPROVAL OF ISSUE OF BROKER OPTIONS	FOR	AGAINST
For the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 16,666,666 Placement Options on the terms and conditions set out in the Information Circular.	☐	☐	For the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 14,000,000 Broker Options to Ventnor Securities Pty Ltd and RM Capital (or their respective nominees) on the terms and conditions set out in the Information Circular	☐	☐
3. APPROVAL OF ISSUE OF COMPENSATION SHARES IN LIEU OF UNPAID SALARIES TO EXECUTIVE OFFICERS	FOR	AGAINST	4. APPROVAL OF ISSUE OF COMPENSATION SHARES IN LIEU OF UNPAID SALARIES TO DIRECTOR AND EXECUTIVE OFFICER - ANDREW DINNING RESOLUTION	FOR	AGAINST
Pursuant to and in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,388,888 Compensation Shares to Paul Schmiede, John Hamilton and Lui Evangelista (or each of their nominees), as applicable, on the terms and conditions in the Information Circular.	☐	☐	Pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 4,861,111 Compensation Shares to Andrew Dinning (or his nominees), on the terms and conditions in the Information Circular.	☐	☐
5. APPROVAL OF ISSUE OF COMPENSATION SHARES IN LIEU OF UNPAID FEES TO DIRECTOR - SIMON JACKSON RESOLUTION	FOR	AGAINST	6. APPROVAL OF ISSUE OF COMPENSATION SHARES IN LIEU OF UNPAID FEES TO DIRECTOR - STEVEN ZANINOVICH RESOLUTION	FOR	AGAINST
Pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 511,041 Compensation Shares to Simon Jackson (or his nominees), on the terms and conditions in the Information Circular.	☐	☐	Pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 371,666 Compensation Shares to Steven Zaninovich (or his nominees), on the terms and conditions in the Information Circular.	☐	☐

PLEASE PRINT NAME

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

Signature of registered owner(s)

Date(MM/DD/YYYY)