Sarama Resources Announces Private Placement
VANCOUVER, February 28, 2018 - Sarama Resources Ltd. ("Sarama" or the "Company") announces that it is conducting a private placement (the "Private Placement") to raise gross proceeds of approximately C$3,000,000. The Private Placement will involve the issuance of approximately 30,000,000 common shares of Sarama (the "Shares") at a price of C$0.10 per Share. The Private Placement is being conducted on a best-efforts basis with no minimum amount of Shares or proceeds. The Private Placement will be conducted on a partially-brokered basis to institutional investors, accredited investors, and to certain purchasers outside of British Columbia, pursuant to prospectus exemptions available under applicable securities laws and is subject to the approval of the TSX Venture Exchange. Sarama has engaged (the "Engagement") Arlington Group Asset Management Limited and Argonaut Securities Pty Limited (together, the "Agents") to act as agents in connection with certain non-Canadian resident subscribers to the Private Placement (the "Brokered Subscribers").
A four-month hold period will apply to all of the Shares. The Company plans to close the Private Placement on or about March 9, 2018, but reserves the right to extend the closing date, and may close the placement in one or more tranches.
The proceeds of the Private Placement will be used to fund Sarama's exploration activities in Burkina Faso and to meet working capital requirements of the Company. Sarama intends to accelerate exploration at its 100%-owned projects including the ThreeBee Project and Koumandara Project.
The ThreeBee Project, hosts the Bondi Deposit which has a historical mineral resource(1) of 282,000oz Au measured and indicated; and 150,000oz Au inferred and remodelling of the regional geology has generated a number of new targets that require drill testing. The ThreeBee Project also hosts the Bamako Property where a +3km-long gold-quartz vein system has been identified that has returned rock-chip assays up to 18.9g/t Au and gold-in-soil values of up to 13.6g/t Au.
The Koumandara Project, which has recently been established, hosts three parallel litho-structural corridors coincident with elevated gold-in-soil anomalism with the highest exploration priority being placed on the major corridor which extends over an area of 43km-long x 10km-wide.
Sarama is also contemplating a future secondary listing on the Australian Stock Exchange ("ASX") which if implemented, is anticipated to be complimentary to the existing Canadian listing and provide increased exposure to the Australian capital market.
In connection with the Private Placement, Sarama will pay the Agents a fee of 6% of the gross value of Shares sold to Brokered Subscribers, and will reimburse certain charges incurred by the Agents. If the Private Placement raises gross proceeds of at least C$2,500,000, Sarama has agreed to issue to the Agents certain common share purchase warrants (the "Broker Warrants"), each exercisable into a common share of Sarama at a price of C$0.14 per Broker Warrant. The Broker Warrants will consist of 1,500,000 Broker Warrants expiring on December 31, 2021, 1,500,000 Broker Warrants exercisable if Sarama completes a single equity offering within 12 months of the Engagement for aggregate gross proceeds of at least C$5,000,000 and expiring December 31, 2021 and 2,000,000 Broker Warrants exercisable if Chess Depository Interests ("CDIs") representing Sarama's common shares are listed and begin trading on the ASX within 12 months of the Engagement, and expiring December 31, 2021.
The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares within the United States or to, or for the account or benefit of, U.S. Persons (as defined under Regulation S under the U.S. Securities Act).
Sarama's President and CEO, Andrew Dinning, commented:
"We are pleased to be working with Argonaut Securities in Australia and Arlington Group Asset Management in the UK. Both of these groups understand and have a long history of supporting mining and exploration companies operating in Africa and have extensive retail and institutional networks who actively support companies at all stages of exploration and development.
Proceeds of this raise will be used to accelerate exploration at our 100%-owned Koumandara and ThreeBee Projects in Burkina Faso. Sarama is also contemplating a secondary listing on the Australian Stock Exchange which has shown good support for African focused exploration companies and with Sarama's management being located in Perth, Australia, the Company is of the view that having exposure to both the Canadian and Australian markets will be largely complimentary and widen the capital pool available to the company."
For further information on the Company's activities, please contact:
Andrew Dinning or Lui Evangelista
e: info@saramaresources.com
t: +61 (0) 8 9363 7600
ABOUT SARAMA RESOURCES LTD
Sarama Resources Ltd. (TSX-V: SWA) is a West African focused gold explorer with substantial landholdings in Burkina Faso. Sarama is focused on consolidating under-explored landholdings in Burkina Faso and other established mining jurisdictions.
Sarama's flagship properties are situated within the Company's South Hounde Project area in south-west Burkina Faso. Located within the prolific Hounde Greenstone Belt, Sarama's exploration programs have built on significant early success to deliver an inferred mineral resource estimate of 2.1 Moz gold.(1) Acacia Mining plc is earning up to a 70% interest in the South Hounde Project by satisfying certain conditions, including funding earn-in expenditures of up to US$14 million, over a 4-year earn-in period and may acquire an additional 5% interest, for an aggregate 75% interest in the Project, upon declaration of a minimum mineral reserve of 1.6 million ounces of gold. Acacia has satisfied certain milestones and currently holds a 50% interest in the South Hounde Project and is continuing to sole fund exploration activities.
Sarama holds a 31% participating interest in the Karankasso Project Joint Venture ("JV") which is situated adjacent to the Company's South Hounde Project in Burkina Faso and is a JV between Sarama and Savary Gold Corp. ("Savary"). Savary is the operator of the JV and in October 2015, declared a maiden inferred mineral resource estimate of 671,000 ounces of contained gold(2) at the Karankasso Project JV.
Sarama has also acquired a 100% interest in the Bondi Deposit from Orezone Gold Corp. (refer to news release dated May 24, 2016). Bondi has a historical estimate of mineral resources of 0.3Moz Au (measured and indicated) and 0.1Moz Au (inferred).(3)
Together, the South Hounde Project, Bondi Deposit and the Karankasso Project form a cluster of advanced gold deposits, within trucking distance of one another, which potentially offers a development option for a multi-source fed central processing facility in the southern Hounde Belt region of Burkina Faso.
Sarama had recently established a new 600km2 exploration position in the highly prospective Banfora Belt in southwestern Burkina Faso. The Koumandara Project hosts several regional-scale structural features and trends of gold-insoil anomalism extending for over 40km along strike.
Incorporated in 2010, the Company's Board and management team have a proven track record in Africa and a strong history in the discovery and development of large-scale gold deposits. Sarama is well positioned to build on its current success with a sound exploration strategy across its property portfolio.
FOOTNOTES
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1.Bondi Deposit - 4.1Mt @ 2.1g/t Au for 282,000oz Au (measured and indicated) and 2.5Mt @ 1.8g/t Au for 149,700oz Au (inferred), reported at a 0.5 g/t Au cut-off.
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(i)The historical estimate of the Bondi Deposit reflects a mineral resource estimate compiled by Orezone Gold Corp. ("Orezone") which has an effective date of February 20, 2009. The historical estimate is contained in a technical report titled "Technical Report on the Mineral Resource of the Bondigui Gold Project", dated date of February 20, 2009 (the "Bondi Technical Report") and is available under the profile of Orezone on SEDAR at www.sedar.com.
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(ii)Sarama believes that the historical estimate is relevant to investors' understanding of the property, as it reflects the most recent technical work undertaken in respect of the Bondi Deposit.
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(iii)The historical estimate was informed by 886 drillholes, assayed for gold by cyanidation methods, were used to interpret mineralised envelopes and geological zones over the area of the historical estimate. Gold grade interpolation was undertaken using ID2 methodology based on input parameters derived from geostatistical and geological analyses assessments. Field measurements and geological logging of drillholes were used to determine weathering boundaries and bulk densities for modelled blocks.
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(iv)The historical estimate uses the mineral resource reporting categories required under National Instrument 43-101.
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(v)No more recent estimates of the mineral resource or other data are available.
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(vi)Sarama is currently undertaking the necessary verification work in the field and on the desktop that may support the future reclassification of the historical estimate to a mineral resource.
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(vii)A qualified person engaged by Sarama has not undertaken sufficient work to verify the historical estimate as a current mineral resource and Sarama is therefore not treating the historical estimate as a current mineral resource.
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2.South Hounde Project - 43.0Mt @ 1.5g/t Au (reported above cut-off grades ranging 0.3-2.2g/t Au, reflecting the mining methods and processing flowsheets assumed to assess the likelihood of the inferred mineral resources having reasonable prospects for eventual economic extraction). The effective date of the Company's inferred mineral resource estimate is February 4, 2016. For further information regarding the mineral resource estimate please refer to the technical report titled "NI 43-101 Independent Technical Report South Hounde Project Update, Bougouriba and Ioba Provinces, Burkina Faso", dated March 31, 2016. The technical report is available under Sarama Resources Ltd.'s profile on SEDAR at www.sedar.com.
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3.Karankasso Project - 9.2Mt @ 2.3g/t Au (at a 0.5g/t Au cut-off). The effective date of the Karankasso Project JV mineral resource estimate is October 7, 2015. For further information regarding the mineral resource estimate please refer to the technical report titled "Technical Report and Resource Estimate on the Karankasso Project, Burkina Faso", dated October 7, 2015. The technical report is available under Savary Gold Corp.'s profile on SEDAR at www.sedar.com. Sarama has not independently verified Savary's mineral resource estimate and takes no responsibility for its accuracy. Savary is the operator of the Karankasso Project JV and Sarama is relying on their Qualified Persons' assurance of the validity of the mineral resource estimate.
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes statements regarding the Company's intended use of proceeds from the proposed Private Placement, plans to list the Company's securities on the ASX, plans for exploration at the Company's properties and the potential for those properties to host gold mineralization of significance, drilling and geochemical and geophysical surveys at the South Hounde Project, the Earn-In Agreement with Acacia, including the amounts that may be spent on exploration and interests in the South Hounde Project that may be earned by Acacia upon making certain expenditures and estimating a minimum reserve, the potential to expand the present oxide component of the Company's existing estimated mineral resources, and future exploration plans.
Actual results, performance or achievements of the Company may vary from the results suggested by such forward-looking statements due to known and unknown risks, uncertainties and other factors. Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly speculative in nature; Mineral Resources are not Mineral Reserves, they do not have demonstrated economic viability, and there is no certainty that they can be upgraded to Mineral Reserves through continued exploration; few properties that are explored are ultimately developed into producing mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required regulatory licensing or approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, Acacia's continued funding of exploration activities, the Company's ability
to carry on its exploration activities, the sufficiency of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse political events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information.
Sarama does not undertake to update any forward-looking information, except as required by applicable laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
QUALIFIED PERSONS' STATEMENT
Scientific or technical information in this news release that relates to the Company's exploration activities in Burkina Faso is based on information compiled or approved by Guy Scherrer. Guy Scherrer is an employee of Sarama Resources Ltd. and is a member in good standing of the Ordre des Geologues du Quebec and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Guy Scherrer consents to the inclusion in this report of the information, in the form and context in which it appears.
Scientific or technical information in this news release that relates to the preparation of the South Hounde Project mineral resource estimate is based on information compiled or approved by Adrian Shepherd. Adrian Shepherd is an employee of Cube Consulting Pty Ltd and is considered to be independent of Sarama Resources Ltd. Adrian Shepherd is a Chartered Professional Member in good standing of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Adrian Shepherd consents to the inclusion in this news release of the information, in the form and context in which it appears.
Scientific or technical information in this news release, in respect of the Bondi Deposit relating to mineral resource and exploration information drawn from the Technical Report prepared for Orezone on that deposit has been approved by Guy Scherrer. Guy Scherrer is an employee of Sarama Resources Ltd. and is a member in good standing of the Ordre des Geologues du Quebec and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Guy Scherrer consents to the inclusion in this report of the information, in the form and context in which it appears.
Scientific or technical information in this news release that relates to the preparation of the Karankasso Project's mineral resource estimate is based on information compiled or approved by Eugene Puritch and Antoine Yassa. Eugene Puritch and Antoine Yassa are employees of P&E Mining Consultants Inc. and are considered to be independent of Savary Gold Corp. and Sarama Resources Ltd. Antoine Yassa is a member in good standing of the Ordre des Geologues du Quebec and Eugene Puritch is a member in good standing of Professional Engineers Ontario. Eugene Puritch and Antoine Yassa have sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which they are undertaking to qualify as a Qualified Person under National Instrument 43-101. Eugene Puritch and Antoine Yassa consent to the inclusion in this news release of the information, in the form and context in which it appears. Sarama has not independently verified Savary's mineral resource estimate and takes no responsibility for its accuracy.
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