Sarama Resources Ltd. — Proxy Solicitation & Information Statement 2025

May 9, 2025

SARAMA RESOURCES LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

to be held June 10, 2025

NOTICE IS HEREBY GIVEN that the annual general and 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 June 10, 2025, at 4:00 p.m. (Vancouver time), for the following purposes:

1. to place before the Meeting the financial statements of the Company for the financial year ended December 31, 2024, together with the report of the auditor thereon;
2. to elect the directors of the Company for the ensuing year;
3. to appoint HLB Mann Judd as auditor for the ensuing year and to authorize the board of directors of the Company to set the remuneration of the auditor;
4. to approve the issuance of up to 1,800,000 stock options to Andrew Dinning (or his nominees), a director, in accordance with the provisions of Listing Rule 10.14 of the ASX;
5. to approve the issuance of up to 750,000 stock options to L. Simon Jackson (or his nominees), a director, in accordance with the provisions of ASX Listing Rule 10.14 of the ASX;
6. to approve the issuance of up to 1,250,000 stock options to Adrian Byass (or his nominees), a director, in accordance with the provisions of ASX Listing Rule 10.14 of the ASX;
7. to approve the issuance of up to 750,000 stock options to Michael Bohm (or his nominees), a director, in accordance with the provisions of ASX Listing Rule 10.14 of the ASX;
8. to approve the issuance of up to 3,300,000 equity incentives to Andrew Dinning (or his nominees) in accordance with Listing Rule 10.14 of the ASX;
9. to approve the issuance of up to 12,000,000 CDIs to Orbminco Limited (or its nominees) in accordance with Listing Rule 7.1 of the ASX;
10. to re-approve the existing stock option plan (the “Stock Option Plan”) of the Company in accordance with the policies of the TSX Venture Exchange, as described in the management information circular (the “Information Circular”) accompanying this notice of meeting (the “Notice of Meeting”);
11. to approve, subject to the terms of the Stock Option Plan, the Company having the capacity to issue a maximum of 43,669,718 Equity Securities under the Stock Option Plan of the Company for the purposes of ASX Listing Rule 7.2, exception 13(b), as described in the accompanying Information Circular;
12. to approve, subject to the terms of the equity incentive plan of the Company, the Company having the capacity to issue a maximum of 43,669,718 Equity Securities under the equity incentive plan of the Company for the purposes of ASX Listing Rule 7.2, exception 13(b), as described in the accompanying Information Circular;
13. to approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company in accordance with the provisions of ASX Listing Rule 7.1A;
14. to ratify the prior issue of 27,588,325 Placement CDIs in accordance with the provisions of ASX Listing Rule 7.4; and
15. 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 April 24, 2025 as the record date for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. No

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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 may attend the Meeting in person at the address above, the Company will also make available a conference call facility to enable Shareholders to participate electronically 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 June 6, 2025.

Accompanying this Notice of Meeting are: (i) the consolidated financial statements of the Company for the fiscal year ended December 31, 2024, together with the auditor's report thereon, and the related management's discussion and analysis; (ii) the Information Circular; (iii) a form of proxy or voting instruction form; (iv) a financial statement request form; and (v) 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. The report of the auditor and the audited financial statements of the Company for the year ended December 31, 2024 with related management's discussion and analysis can be found under the Company's profile on SEDAR+ at www.sedarplus.ca. 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 June 10, 2025, being the date of the Meeting.

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 Company or 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 June 6, 2025, or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturdays, Sundays 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 common shares and attending and participating at the Meeting.

DATED at Vancouver, British Columbia, April 24, 2025

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BY ORDER OF THE BOARD OF DIRECTORS

ANDREW DINNING

Chairman

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