Sarama Resources Ltd. (TSX-V:SWA; ASX:SRR) has completed tranche 2 of its previously announced A$1.5m equity placement, raising aggregate gross proceeds of A$81,750. The company issued 2,335,715 Chess Depository Instruments (CDIs) at an issue price of A$0.035 per CDI, although the overall Placement remains subject to final approval from the TSX Venture Exchange (TSXV).
#Director participation in tranche 2
The tranche 2 CDIs were issued to Sarama directors Andrew Dinning, Simon Jackson and Michael Bohm. Their participation was subject to shareholder approval under the ASX Listing Rules, which was obtained at the company’s annual general and special meeting held on 21 October 2026 in Vancouver, or 22 October 2026 Perth time.
Each new CDI ranks equally with the existing CDIs and represents a beneficial interest in one common share of Sarama. Board and management members subscribed for an aggregate 2,907,143 CDIs across the Placement, including the tranche 2 director CDIs.
#Placement background and intended use of funds
Tranche 1 was completed on 29 May 2026 and raised aggregate gross proceeds of A$1,418,250 through the issue of 40,521,427 CDIs at an issue price of A$0.035 per CDI. That tranche was issued to existing shareholders and institutional investors.
Sarama said the funds raised are intended to support its exploration projects and general working capital while it pursues its US$242 million (plus interest) damages claim against the Government of Burkina Faso. The company’s stated objectives and the timing of the use of proceeds are forward-looking matters and remain subject to risks and uncertainties.
#Trading restrictions and related-party treatment
CDIs issued to Sarama’s directors and management under tranches 1 and 2 are subject to the TSXV’s four month hold period. Each director or officer participating in the Placement is also subject to a TSXV hold period imposed on the CDIs issued to that person, with the period expiring four months from the date of issue of the securities. All other subscribers under tranche 1 were not subject to any hold period.
Director and officer participation constitutes a related-party transaction under Canadian Multilateral Instrument 61-101. Sarama said it was exempt from obtaining a formal valuation and minority approval because the fair market value of their participation was below 25% of the company’s market capitalisation for the purposes of MI 61-101.
The company said it will file a material change report detailing participation by any participating directors or officers. It also stated that a material change report would be filed less than 21 days before completion of the Placement in respect of participating directors and officers, which it considered reasonable in the circumstances.
#U.S. securities restrictions
The Placement securities have not been and will not be registered under the U.S. Securities Act of 1933 or applicable state securities laws. They may not be offered or sold in the United States unless registration has occurred under those laws or an exemption from registration is available. The announcement does not constitute an offer or solicitation involving the securities in the United States or to, or for the account or benefit of, U.S. persons, and no sale may take place where the relevant offer, solicitation or sale would be unlawful.
#ASX cleansing notice
Sarama issued a notice under section 708A(5)(e) of the Corporations Act 2001, as modified by ASIC Corporations (Offers of CHESS Depository Interests) Instrument 2025/180. The notice stated that the CDIs were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
As at the date of the notice, Sarama said it had complied with section 601CK and sections 674 and 674A of the Corporations Act. It also stated that no information had been excluded from a continuous disclosure notice that investors and their professional advisers would reasonably require to assess the company’s assets and liabilities, financial position, performance, profits and losses, prospects, or the rights and liabilities attached to the CDIs.
#Risks and remaining conditions
Sarama said its forward-looking information includes the intended use of Placement proceeds, objectives associated with those proceeds, the success and potential damages of its claim, the timing of its material change report and the timing and receipt of TSXV approval. The company cautioned that actual results may differ because of known and unknown risks and uncertainties.
The risks identified by Sarama include the highly speculative nature of gold and other precious-mineral exploration, the fact that mineral resources are not mineral reserves and do not have demonstrated economic viability, uncertainty over upgrading resources to reserves, the possibility that explored properties may not become producing mines, geological factors, exploration results, changing project parameters and risks associated with the claim. Further terms, conditions and restrictions apply to the transaction.
#Key Takeaways
- Tranche 2 raised aggregate gross proceeds of A$81,750 through the issue of 2,335,715 CDIs at an issue price of A$0.035 per CDI.
- The CDIs were issued to directors Andrew Dinning, Simon Jackson and Michael Bohm after shareholder approval was obtained.
- The Placement remains subject to final TSXV approval.
- Director and management CDIs from tranches 1 and 2 are subject to a TSXV four month hold period, while other tranche 1 subscribers were not subject to a hold period.
- Sarama issued an ASX notice stating that the CDIs were issued without disclosure under Part 6D.2 of the Corporations Act and outlining its reported compliance with specified disclosure provisions.
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