Mr. Andrew Dinning reports

SARAMA RESOURCES - GRANT OF EQUITY INCENTIVES

The board of directors of Sarama Resources Ltd. has granted an aggregate of 16.5 million performance share units (PSUs) to directors and the chief financial officer of the company. The awards are being made in accordance with the company's equity incentive plan (EIP), which was approved by shareholders on Dec. 21, 2022.

One million five hundred thousand PSUs have been granted to the company CFO. The remaining 15 million PSUs have been granted to directors, subject to shareholder approval under Australian Securities Exchange listing Rule 10.14. Full details of the awards will be included in the company's management information circular for the annual general and special meeting to be held in October, 2026, at which shareholder approval will be sought for, among other matters, the grant of PSUs to the directors.

The proposed issue of PSUs to the directors is intended to (among other things): (a) appropriately remunerate directors for services that are not currently reasonably remunerated under the existing cash fee arrangements, having regard to the substantially increased time commitment and responsibility associated with the arbitration; (b) reduce cash burn, with the directors agreeing to fix their cash fees and the awards replacing, rather than supplementing, annual equity grants for the relevant period; and (c) retain board continuity.

The arbitration requires a level of board oversight, governance and strategic involvement materially beyond that ordinarily required of the board of a junior listed company. This includes overseeing litigation strategy and financing, reviewing material decisions, monitoring risk, determining settlement and enforcement matters, and considering the company's future corporate strategy. These responsibilities require directors with significant legal, commercial, financing and capital markets experience.

The PSUs will be subject to the vesting conditions detailed in the attached table.