Highlights

  • Sarama issued 2,335,715 CDIs at A$0.035 each to three directors, raising A$81,750 in Tranche 2.
  • Shareholders approved the director participation at the company's 21 October 2026 meeting held in Vancouver.
  • Tranche 1 raised A$1,418,250 on 29 May 2026, bringing the combined placement to A$1.5 million.
  • The full placement still needs final TSX Venture Exchange approval before it is fully settled.

The last tranche was tiny, but it carried the most paperwork. Sarama Resources (ASX:SRR) has now issued CDIs to three of its own directors, closing out the second stage of a A$1.5 million raise that still needs one more regulatory nod.

Three directors, one approval

Sarama Resources Ltd said on 27 October 2026 that it had completed Tranche 2 of its equity placement. It issued 2,335,715 CHESS Depositary Interests at A$0.035 each, raising A$81,750.

The recipients were directors Andrew Dinning, Simon Jackson and Michael Bohm. Shareholder approval under the ASX Listing Rules came at the annual general and special meeting held in Vancouver on 21 October 2026, which was 22 October in Perth. Each CDI represents a beneficial interest in one common share and ranks equally with existing CDIs.

How the placement fits together

The placement was first announced on 20 May 2026, with an update on 29 May 2026. Tranche 1 was completed on 29 May 2026 and raised A$1,418,250 through 40,521,427 CDIs at the same A$0.035 price, sold to existing shareholders and institutional investors.

Add the two tranches together and the placement totals 42,857,142 CDIs at A$0.035 for A$1.5 million. Board and management subscribed for 2,907,143 CDIs in aggregate, including the Tranche 2 director CDIs.

Where the money goes

Sarama said proceeds will go toward advancing its exploration projects and general working capital. The company also named pursuit of its US$242 million, plus interest, damages claim against the Government of Burkina Faso as a use of funds.

The company attached forward-looking information cautions covering the use of proceeds, the success and quantum of the claim, the filing timetable and TSX Venture approval. The claim is an assertion by the company rather than an outcome.

Hold periods and related-party rules

Because Sarama is listed on both the TSX Venture Exchange and the ASX, its notice addressed requirements on both markets. CDIs issued to management under both tranches are subject to a TSX Venture four-month hold period, expiring four months from issue. Other Tranche 1 subscribers have no hold period.

Because directors and officers took part, the participation is a related-party transaction under Canadian Multilateral Instrument 61-101. Sarama relied on exemptions in sections 5.5(a) and 5.7(1)(a) from the formal valuation and minority shareholder approval requirements, on the basis that the fair market value of the insiders' participation is below 25 per cent of its market capitalisation.

A material change report will be filed. For the participating directors and officers it will be filed less than 21 days before completion, which the company said it considers reasonable and consistent with market practice.

The securities have not been registered under the US Securities Act or any state securities laws and cannot be offered or sold in the United States without registration or an exemption. The release is not an offer to US persons.

The cleansing notice

Sarama also issued a cleansing notice under section 708A(5)(e) of the Corporations Act. It is a routine requirement that lets the new CDIs be traded without a prospectus, and it carries no new operating information.

The company said the CDIs were issued without disclosure under Part 6D.2, that it has complied with sections 601CK, 674 and 674A, and that no information required under sections 708A(7) and 708A(8) has been excluded. Companion filings released the same evening covered an application for quotation of the new securities, a notification of unquoted securities and changes in directors' interests.