Mr. Andrew Dinning reports
SARAMA ANNOUNCES WELL SUPPORTED EQUITY PLACEMENT OF A$2.7M TO FUND LAVERTON DRILLING CAMPAIGN
Sarama Resources Ltd. has received binding commitments for an upsized placement to raise $2.7-million (Australia) (before costs).
Funds raised will principally finance exploration activities, including a robust maiden drilling campaign at its belt-scale landholding in the Eastern goldfields of Western Australia. Proceeds will also finance general working capital requirements as the company continues to progress its arbitration claim against the government of Burkina Faso. The claim is fully financed through a non-recourse loan from specialist litigation funder Locke Capital, and renowned international arbitration litigator Boies Schiller Flexner has been appointed.
Sarama's executive chairman, Andrew Dinning, commented: "We are very pleased with the strong support received for the placement from our existing shareholders and look forward to welcoming a number of new institutional, professional and sophisticated investors to the company's share register.
"With this funding, we are now poised to continue to unlock the value of our extensive landholding in the prolific Laverton district, where we have compelling, drill-ready targets at Cosmo gold project. We are excited to be commencing our maiden drill program in the coming quarter following the recently completed soil chemistry survey, [providing] a solid foundation for prioritizing key targets and planning the next phase of work."
The placement will comprise the issue of up to 90 million CHESS depository interests at an issue price of three Australian cents per CDI to raise gross proceeds of up to $2.7-million (Australian). The issue price represents a 5.1-per-cent discount to the 15-day volume-weighted average price of 3.2 cents and a 9.1-per-cent discount to the last traded CDI price on the Australian Securities Exchange on Wednesday, June 25, 2025, of 3.3 Australian cents and a 10-per-cent discount to Sarama's 15-day VWAP and a 10-per-cent discount to the last traded share price on the TSX Venture Exchange on Wednesday, June 25, 2025, of three Canadian cents. Each new CDI issued under the placement will rank equally with existing CDIs on issue, and each CDI will represent a beneficial interest in one common share of the company.
Subject to the receipt of shareholder approval, Sarama will issue one free attaching unlisted option for every three new CDIs issued pursuant to the placement. Each placement option will be exercisable at nine Australian cents and will expire on Nov. 30, 2028.
Powerhouse Advisory Australia Pty. Ltd. acted as lead manager to the placement, and its fund management division was a cornerstone investor. The Powerhouse group of companies is a high-conviction microsmall-capitalization specialist, which introduced a range of new institutional shareholders to the register for the first time. PVL Advisory will receive a capital raising fee of 5 per cent of equity procured directly by PVL Advisory and a 1-per-cent management fee on total equity raised and 19.1 million options with an exercise price of nine Australian cents each and expiring on Nov. 30, 2028. The issue of the advisor options is subject to shareholder approval.
Members of Sarama's board and management intend to subscribe for CDIs in the placement. Each of the directors and officers who participates in the placement will be a related party of the company within the meaning of that term in Canadian Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions). Participation by them in the placement is therefore a related-party transaction within the meaning of MI 61-101. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the offer due to the fair market value of their participation being below 25 per cent of the company's market capitalization for the purposes of MI 61-101. The company will file a material change report in respect of the placement, which will detail the participation by any directors and officers of the company. A material change report will be filed fewer than 21 days prior to the completion of the placement in respect of any participating directors and officers, which the company deems reasonable in the circumstances so as to complete the issuance in an expeditious manner.
The placement is composed of two tranches:
- Tranche 1 consists of 86,666,667 new CDIs, which will be issued utilizing the company's placement capacity under Australian Securities Exchange listing Rule 7.1 and 7.1A.
- Tranche 2 consists of a further 3,333,333 CDIs, 30 million placement options and 19,166,666 adviser options which are subject to shareholder approval at a special meeting of shareholders anticipated to be held in September, 2025.
The placement remains subject to the approval of the TSX Venture Exchange.
Settlement of the placement is expected to occur on Monday, July 7, 2025, with CDIs expected to be allotted on Wednesday, July 9, 2025.
Status of acquisition of Mount Venn gold project
The company wishes to provide an update regarding the completion of the acquisition of the Mount Venn gold project (refer to news release dated Feb. 27, 2025). The company received shareholder approval at its annual general meeting in June, 2025, to issue 12 million CDIs to Orbminco Ltd. as consideration. The company anticipates the remaining condition precedent to be met in coming weeks, allowing the deal to complete and Orbminco to be issued the consideration CDIs.
About Sarama Resources Ltd.
Sarama is a gold-focused exploration company with an extensive 1,000-square-kilometre landholding in the prolific Laverton gold district of Western Australia. This belt-scale position comprises the Cosmo gold project and, once acquired, will also include the Mount Venn project, which are located in prospective and historically underexplored greenstone belts adjacent to major gold deposits.
In parallel, Sarama is pursuing formal arbitration proceedings against the government of Burkina Faso at the International Centre for Settlement of Investment Disputes. The company is seeking damages of no less than $120-million (U.S.) for the illegal expropriation of its Tankoro gold deposit as stated in its notice of intent to submit claims to arbitration (see news release dated Nov. 29, 2023).
The claim is fully financed by a $4.4-million (U.S.) non-recourse loan facility, and Boies Schiller Flexner has been appointed to assist with legal matters pertaining to the dispute.
We seek Safe Harbor.
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