Not for Distribution to a United States newswire service or for Dissemination in the United States
VANCOUVER, BC / ACCESSWIRE / August 4, 2020 / Sarama Resources Limited ("Sarama" or the "Company") is pleased to announce that it has closed the second and final tranche (the "Second Tranche") of its private placement (the "Private Placement") previously announced on July 13, 2020, and July 27, 2020. The Second Tranche of the Private Placement raised aggregate proceeds of C$505,000 through the issue of 4,590,909 common shares (the "Shares") at a price of C$0.11 per Share. With this final closing of the Private Placement, the Company has raised aggregate gross proceeds of C$2,073,823 and issued 18,852,936 Shares at a price of C$0.11 per Share.
All proceeds from the Private Placement are immediately available to the Company and will be used to advance the Company's projects in Burkina Faso, including a mineral resource update on the South Houndé Project, high value oxide focused exploration drilling, general technical work to support framing up of development options and general corporate purposes.
Certain insiders of the Company have acquired an aggregate of 3,371,204 Shares in the Private Placement, and as such the Private Placement is considered a "related party transaction" as defined under Multilateral Instrument 61-101. The Company has relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insiders' participation in the Private Placement, as the Private Placement does not exceed 25% of the Company's market capitalization. The securities issued in connection with the Second Tranche are subject to a four-month hold period expiring December 1, 2020.
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), nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Contemplation of dual listing on Australian Stock Exchange
The Company is contemplating a dual listing of its Shares on the Australian Stock Exchange (the "ASX") in addition to the listing of its Shares on the TSX Venture Exchange (the "TSXV"). The Company's board of directors (the "Board") considers this a natural progression given location of the Board and management team, the availability of equity capital, and the market's support of Sarama's peers engaged in gold exploration and development in West Africa.
Andrew Dinning, Sarama Resources CEO commented: "We are pleased with the interest and support shown in what was a keenly priced capital raise, and the combination of new and existing funds leaves us well positioned to pursue our near-term objectives.
Furthermore, we have seen strong interest in ASX-listed and West African-focused gold companies and with our Board and management being based in Perth, Australia, we believe there is significant merit in the pursuit of a dual listing on the ASX and we will keep investors updated as we work through this process."
Shares for Services
Pursuant to a compensation arrangement previously announced on June 1, 2020, and July 3, 2020, the Company's Chief Executive Officer, Chief Financial Officer, Vice President Exploration, and Vice President Corporate Development (the "Executives") have agreed to receive a portion of their salary in common shares of the Company.
Pursuant to the requirements of the TSXV, the Company has sought approval to issue an aggregate of 180,070 common shares to its Executives on account of services rendered for the period July 1, 2020 to July 31, 2020 (the "Compensation Shares"). The issue price of each Compensation Share is CAD$0.1342, based on a five-day volume weighted average price of the Company's common shares on the TSX-V on July 31, 2020. The issuance of the Compensation Shares is subject to the approval of the TSX-V, and the Compensation Shares are subject to a hold period expiring four months after the date of issue.
For further information on the Company's activities, please contact:
Andrew Dinning or Lui Evangelista
e: [email protected]
t: +61 (0) 8 9363 7600
ABOUT SARAMA RESOURCES LTD.
Sarama Resources Ltd (TSX-V: SWA) is a West African focused gold explorer and developer with substantial landholdings in south-west Burkina Faso. Sarama is focused on maximising the value of its strategic assets and advancing its key projects towards development.
Sarama's adjoining South Houndé and ThreeBee Projects, in which the Company holds a 100% interest(4), are located within the prolific Houndé Greenstone Belt in south-west Burkina Faso and are the exploration and development focus of the Company. Its exploration programs have successfully discovered an inferred mineral resource of 2.1Moz gold(1) at the South Houndé Project which is complemented by the Bondi Deposit(4) (historical estimate of mineral resources of 0.3Moz Au measured and indicated and 0.1Moz Au inferred(2)).
The project area includes a cluster of advanced gold deposits, within trucking distance of one another, which potentially offers a development option for a central processing facility fed from multiple sources in the southern Houndé Belt.
Sarama has further potential in its portfolio including a 600 km² exploration position in the highly prospective Banfora Belt in south-western Burkina Faso. The Koumandara Project hosts several regional-scale structural features and trends of gold-in-soil anomalism extending for over 40km along strike.
Sarama also holds approximately 19% participating interest in the Karankasso Project Joint Venture ("JV") which is situated adjacent to the Company's South Houndé Project in Burkina Faso and is a JV between Sarama and Endeavour Mining ("Endeavour") in which Endeavour is the operator of the JV. The Karankasso Project has an inferred mineral resource estimate of 709koz gold(3) which was released in February 2020.
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 strategy to surface and maximise the value of its property portfolio.
1. South Houndé 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). This mineral resource contains an oxide and transition component of 16.0Mt @ 1.2g/t Au for 611koz Au (reported at a cut-off grade of 0.3g/t Au for oxide and 0.8g/t Au for transition material). 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 Houndé Project Update, Bougouriba and Ioba Provinces, Burkina Faso", dated March 31, 2016 and prepared by Adrian Shepherd. Adrian Shepherd is an employee of Cube Consulting Pty Ltd and is independent of Sarama. The technical report is available under Sarama's profile on SEDAR at www.sedar.com.
2. 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.
i. The historical estimate of the Bondi Deposit reflects a mineral resource estimate compiled by Orezone Gold Corporation ("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 and prepared by Yves Buro (the "Bondi Technical Report"). Yves Buro is an employee of Met-Chem Canada Inc and is considered to be independent of Orezone and Sarama. The technical report is available under Orezone's profile on SEDAR at www.sedar.com.
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.
iii. The historical estimate was informed by 886 drill holes, 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 drill holes were used to determine weathering boundaries and bulk densities for modelled blocks.
iv. The historical estimate uses the mineral resource reporting categories required under National Instrument 43-101.
v. No more recent estimates of the mineral resource or other data are available.
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.
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.
3. Karankasso Project mineral resource estimate - the mineral resource estimate for the Karankasso Project of 12.74Mt @ 1.73g/t Au for 709koz Au (effective date of December 31, 2019) was disclosed on February 24, 2020 by Semafo Inc ("Semafo"). For further information regarding that mineral resource estimate, refer to the news release "Semafo: Bantou Project Inferred Resources Increase to 2.2Moz" dated February 24, 2020. The news release is available under Semafo's profile on SEDAR at www.sedar.com. The mineral resource estimate was fully prepared by, or under the supervision of Semafo. Sarama has not independently verified Semafo's mineral resource estimate and takes no responsibility for its accuracy. Semafo was the operator of the Karankasso Project JV and Sarama is relying on their Qualified Persons' assurance of the validity of the mineral resource estimate. Additional technical work has been undertaken on the Karankasso Project since the effective date but Sarama is not in a position to quantify the impact of this additional work on the mineral resource estimate referred to above.
4. The ThreeBee Project comprises the Djarkadougou, Botoro, Bamako 2(5) and Nakar (formerly Bouni)(5) Properties and Sarama has, or is entitled to have, a 100% interest in each of the properties. The Djarkadougou Exploration Permit is going through a process with the government of Burkina Faso where it is required it be re-issued as a new full-term exploration permit. The Company is in discussion with senior government officials regarding certain impediments to the re-issue of the Exploration Permit and anticipates these discussions will be completed in due course, though there can be no assurance that the process will be successfully completed on a timely basis, or at all.
5. For further information regarding the drilling on the Bamako 2 (formerly Bamako) and Nakar (formerly Bouni) Properties, please refer to the technical report titled "NI 43-101 Independent Technical Report South Houndé Project Update, Bougouriba and Ioba Provinces, Burkina Faso", dated October 28, 2013 and prepared by Adrian Shepherd. Adrian Shepherd is an employee of Cube Consulting Pty Ltd and is considered independent of Sarama. The technical report is available under Sarama's profile on SEDAR at www.sedar.com
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information in this disclosure that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes statements regarding the intended use of the proceeds from the Private Placement, the completion of the proposed dual listing on the ASX or the timing thereof, the availability of equity capital, the benefits of the proposed dual listing on the ASX, the potential for the Karankasso, South Houndé and ThreeBee Projects to host mineralization of economic significance, any potential development of a central processing facility as part of regional project development, the potential for the receipt of regulatory approvals, the potential of the projects to host mineralization of significance to support regional development plans, the timing and prospects for the re-issuance of the Djarkadougou Exploration Permit by the Government of Burkina Faso, plans for exploration and development at the South Houndé, ThreeBee and Karankasso Projects, the potential to expand the present oxide component of the existing estimated mineral resources at the South Houndé Project and the reliability of the historical estimate of mineral resources at the Bondi Deposit.
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, 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 disclosure that relates to exploration activities on the Company's properties 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 Géologues du Québec 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 disclosure of the information, in the form and context in which it appears.
Scientific or technical information in this disclosure that relates to the preparation of the South Houndé 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 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 disclosure of the information, in the form and context in which it appears.
Scientific or technical information in this disclosure, 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 Géologues du Québec 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 disclosure of the information, in the form and context in which it appears.
Scientific or technical information in this disclosure that relates to the quotation of the Karankasso Project's mineral resource estimate and exploration activities is based on information compiled by Paul Schmiede. Paul Schmiede is an employee of Sarama Resources Ltd and is a Fellow in good standing of the Australasian Institute of Mining and Metallurgy. Paul Schmiede 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. Paul Schmiede consents to the inclusion in this disclosure of the information, in the form and context in which it appears. Paul Schmiede and Sarama have not independently verified Semafo's mineral resource estimates and take no responsibility for their accuracy.
SOURCE: Sarama Resources Ltd.