Sarama Resources : 2024 Q1 Quarterly MD&A

SARAMA RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

RESULTS

For the three months (first quarter) ended March 31, 2024

Dated: May 10, 2024

(All amounts expressed in United States dollars, unless otherwise stated)

TABLE of CONTENTS
INTRODUCTION	1
FORWARD-LOOKING STATEMENTS	1
OVERVIEW	2
CORPORATE	3
Treasury	3
Private Placement	3
Payments to Related Parties	3
EXPLORATION AND EVALUATION EXPENDITURES	3
PROPERTY INFORMATION, RECENTLY COMPLETED ACTIVITIES AND OUTLOOK	4
Burkina Faso	4
Sanutura Project	4
Koumandara Project	8
Karankasso Project	8
SELECTED FINANCIAL INFORMATION	9
RESULTS OF OPERATIONS	10
Quarter ended March 31, 2024 and 2023	10
SUMMARISED UNAUDITED QUARTERLY RESULTS	11
LIQUIDITY AND CAPITAL RESOURCES	12
COMMON SHARE DATA as at May 10, 2024	12
RISK AND UNCERTAINTIES	12
OFF-BALANCE SHEET TRANSACTIONS	13
INTERNATIONAL FINANCIAL REPORTING STANDARDS	13
CHANGES IN ACCOUNTING STANDARDS	13
INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
........................................................................................................................................................	13
ADDITIONAL INFORMATION	14

INTRODUCTION

The following Management's Discussion and Analysis ("MD&A") is intended to supplement the interim consolidated financial statements of Sarama Resources Ltd. (the "Company" or "Sarama") and its subsidiaries for the three months ended March 31, 2024.

The interim consolidated financial statements for the three months ended March 31, 2024 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

This MD&A is current as at May 10, 2024.

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca under the Company's profile.

FORWARD-LOOKING STATEMENTS

This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Company's planned exploration and development activities; having interests in projects in areas which are considered highly prospective for gold and remain under-explored; actively assessing opportunities in other jurisdictions; statements related to a potential mine development opportunity featuring an initial, long-life CIL project which was believed could have been established and paid for by the significant oxide mineral resource base; costs and timing of future exploration; statements regarding results of future exploration and drilling, timing and receipt of approvals, consents and permits under applicable legislation; updated plans for the advancement of the Sanutura Project (as defined below); the identification of targets within the Sanutura Project, which, prior to the illegal withdrawal of the Permit (as defined below), the Company believed had the potential to make meaningful additions to the mineral resource base of the Sanutura Project; the intention to gain the best commercial outcome for shareholders of the Company; preserving and maximising shareholder value; the pursuit of legal rights in connection with the Permit, which was withdrawn in a manner the Company believes to be unlawful; the expectation that it will receive all of the requisite Exploration Permits' arretés; plans to continue with limited desk-top work on the Karankasso Project; plans to review Sarama's ongoing investment in the Karankasso Project on a periodic basis; and the adequacy of financial resources. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking information. Wherever possible, words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: our limited operating history, negative operating cash flow and need for additional financing; the early stage of our exploration and the fact that we have no mineral reserves; global economic conditions; our dependence on key management and qualified personnel; exploration, development and mining risks; title and property risks; risks related to the presence of artisanal miners; risks associated with operations in Africa; risks associated with pandemics and health; risks associated with maintaining a skilled workforce; risks relating to government regulations; environmental laws, regulations and risks; changes in national and local government regulation of mining operations and regulations; risks associated with inconsistent application of governing laws; uncertainty regarding the Company's ability to acquire necessary permits and comply with their terms; uncertainty regarding the issuance of supporting documentation following the granting of permits, including but not limited to Exploration Permits' arretés; infrastructure risks; uninsurable risks; risks regarding our ability to enforce our legal rights; market factors and volatility of commodity prices; fluctuations in foreign exchange rates; competition; acquisition risks; conflicts of interest; price volatility in publicly traded securities; dilution; dividends and "passive foreign investment company" tax consequences to U.S. shareholders.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in

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the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable.

Assumptions have been made regarding, among other things: our ability to carry on exploration and development activities, our ability to meet our obligations under our property agreements, the timing and results of drilling programs, the discovery of mineral resources and mineral reserves on our mineral properties, the timely receipt of required approvals, the price of gold, the costs of operating and exploration expenditures, our ability to operate in a safe, efficient and effective manner, our ability to obtain or maintain the necessary approvals, permits or licenses that may be required to explore and develop our current or future properties, the governing laws are applied consistently, transparently and in a timeframe sufficient to continue activities and our ability to obtain financing as and when required and on reasonable terms. You are cautioned that the foregoing list is not exhaustive of all factors and assumptions that may have been used.

Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. We cannot assure you that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. We do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

OVERVIEW

Sarama is a Canadian-incorporated mineral exploration and development company whose principal business objective is to explore for and develop mineral deposits in West Africa and other jurisdictions as opportunities may present.

The Company was incorporated on April 8, 2010 under the Business Corporations Act (British Columbia). The Company's primary office is located in Perth, Western Australia. The Company's common shares are listed on the TSX Venture Exchange ("TSXV") and Chess Depositary Interests ("CDIs") on the Australian Securities Exchange ("ASX") under the codes 'SWA' and 'SRR' respectively.

The Company built and advanced substantial exploration landholdings in prospective and underexplored areas in south-west Burkina Faso, West Africa. The Company has interests in three projects located principally in the Houndé and Banfora Belts, which are considered highly prospective for gold and remain under-explored. The Company is also actively assessing opportunities in other jurisdictions.

The Sanutura Project (the "Project") is principally located within the prolific Houndé Greenstone Belt in southwest Burkina Faso and was the exploration and development focus of the Company. The Project hosts the Bondi Deposit which has a mineral resource of 0.5Moz gold (Inferred)(3). The Project also formerly hosted the Tankoro Deposit (Mineral Resource of 0.6Moz Au (Indicated) plus 1.9Moz Au (Inferred)(2) until August 2023, when the Company was notified ("Notification") by the Ministry of Energy, Mines and Quarries of Burkina Faso (the "Government") that its rights to the Tankoro 2 Exploration Permit (the "Permit"), which hosts the Tankoro Deposit, had been withdrawn in a manner the Company considers to be unlawful (refer news release dated September 6, 2023). The Notification stated that the Company's application for the Permit was unsuccessful. This is inconsistent with, and contradictory to, formal correspondence from the Government. The Company vigorously disagrees with the illegal withdrawal of its rights. The Tankoro Deposit formed the central component of the Project for which the Company was in the final stages of completing a Preliminary Economic Assessment ("PEA") to advance the Project toward development.

Prior to the illegal withdrawal of the Permit, the Tankoro and Bondi Deposits presented a mine development opportunity featuring a long-life CIL project which the Company believed would have generated very robust and attractive financial returns and could have been established and paid for by the significant oxide mineral resource base. In 2023, Sarama commenced and substantially completed development study work on the Project which was subsequently suspended following receipt of the Notification. See further details on the status of the Permit below under the heading "Status of Mineral Tenure - Tankoro 2 Exploration Permit".

Sarama has a 100%-owned(10) exploration position in the Banfora Belt in south-western Burkina Faso. The Koumandara Project hosts several regional-scale structural features and extensive trends of gold-in-soil anomalism.

Sarama also holds an approximate 18% participating interest in the Karankasso Project Joint Venture ("JV") which is situated adjacent to the Project in Burkina Faso and is a JV between Sarama and Endeavour Mining

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Corp ("Endeavour") in which Endeavour is the operator of the JV. In February 2020, an updated mineral resource estimate of 709koz gold (Inferred)(9) was declared for the Karankasso Project JV.

CORPORATE

Treasury

As at March 31, 2024, the Company had cash and cash equivalents of $222,968.

Private Placement

On April 17, 2024, the Company announced that it had completed the previously announced A$520,000 equity placement (the "Placement") (refer to Sarama news releases dated December 18, 2023, and December 22, 2023).

The second and final Tranche of the Placement raised aggregate gross proceeds of A$50,000 with the Company issuing 2,500,000 Chess Depository Instruments ("CDIs") at an issue price of A$0.02 per CDI to a director, Mr Andrew Dinning. The issuance of the CDIs to Mr Dinning was subject to shareholder approval, as required by the Australian Securities Exchange ("ASX") Listing Rules, which was obtained at a special meeting held on April 11, 2024. Each new CDI issued under the Placement will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in 1 common share of the Company.

Tranche 1 of the Placement, completed on December 22, 2023, raised aggregate gross proceeds of A$470,000 with the Company issuing 6,000,000 common shares and 17,500,000 CDIs (the CDIs and together with the common shares, the "Securities") at an issue price of A$0.02 per Security. The funds are to be used for advancement of potential opportunities and for working capital.

Payments to Related Parties

For the quarter ended March 31, 2024, no payments were made to related parties and/or their associates.

EXPLORATION AND EVALUATION EXPENDITURES

During the current quarter the Company incurred exploration expenditure of $131,440

The costs per active project area per each quarter for the current period ending March 31, 2024, and preceding four quarters is as follows:

	Three months	Three months	Three months	Three months	Three months
	ended	ended	ended	ended	ended
	March 31,	June 30,	September 30,	December 31,	March 31,
	2023	2023	2023	2023	2024
Sanutura	215,894	382,140	396,725	343,715	131,440
Koumandara	5,234	808	-	-	-
Total	221,128	382,948	396,725	343,715	131,440

For the quarter ended March 31, 2024, the Company incurred exploration expenditure of $131k. Expenditure incurred at the Project was $131k consisting of camp, security, technical support and administration.

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PROPERTY INFORMATION, RECENTLY COMPLETED ACTIVITIES AND OUTLOOK

Burkina Faso

The Company has interests, directly and indirectly, in mineral properties located principally within the southern Houndé and Banfora Greenstone Belts in south-west Burkina Faso (refer Figure 1). The exploration activities are primarily focussed within 2 geographical areas:

1. The southern Houndé Belt hosting the

1. Sanutura Project; and
2. Karankasso Project and;

2. The northern Banfora Belt hosting the

1. Koumandara Project.

Figure 1 - Location of Sarama's Projects in South-West Burkina Faso (current at August 2023)

Sanutura Project

Property Information

The primary focus of the Company has been the advancement of the Project in south-west Burkina Faso (refer Figure 2). The Project was a pre-development project that hosted a significant, well-defined mineral resource base and a suite of exploration targets.

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Figure 2 Sanutura Project - Tankoro and Bondi Deposits within Sanutura Project (current at August 2023)

The Project is located in the southern Houndé Belt, which hosts Endeavour's Mana and Houndé Gold Mines and Fortuna Silver Mines Inc.'s Yaramoko Gold Mine and +1Moz Au discoveries including the Golden Hill deposit and Endeavour's Kari Pump, Bantou and Bantou Nord deposits.

On November 16, 2021 the Company announced an updated Mineral Resource Estimate ("MRE") for the Project(1) of:

• 9.4Mt @ 1.9g/t Au for 0.6Moz Au (Indicated); and
• 52.7Mt @ 1.4g/t Au for 2.3Moz Au (Inferred).

The MRE comprised of the Bondi Deposit (9.2Mt @ 1.5g/t Au for 0.5Moz (Inferred)(3)), and also the Tankoro Deposit (9.4Mt @ 1.9g/t Au for 0.6Moz Au (Indicated) plus 43.6Mt @ 1.4g/t Au for 1.9Moz (Inferred)(2)) which was located on the Permit withdrawn by the Government in a manner which the Company considers to be unlawful.

The Project's MRE contained a significant higher-grade component which was evident using a 1.0g/t Au cut-off. This highlighted the presence of higher-grade zones within the greater mineralised system which would have

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been the focal point for project development. Infill drilling in certain higher-grade areas provided considerable geological confidence, allowing for the classification of a significant part of the MRE as 'indicated'.

The combined oxide and transition component of the Project's MRE totalled 0.2Moz Au (indicated) plus 0.8Moz Au (inferred)(5), representing approximately a third of the total MRE. The Company's exploration focus going forward would have been on this near-surface oxide material, which was anticipated to be able to provide significant, early plant feed to support a staged development of the Project.

Exploration by the Company identified multiple targets within the Project, which, prior to the illegal withdrawal of the Permit, the Company believed had the potential to make significant additions to the mineral resource base of the Project, namely:

• a primary exploration target of 3.5-4.3Mt @ 1.2-1.4g/t Au for 135-190kozAu(6) for the Tankoro Deposit, consisting of modelled and estimated (but unclassified) mineralisation contained within the open pit shell and underground blockouts which constrain the mineral resource (See further details on the status of the Permit below under the heading "Status of Mineral Tenure - Tankoro 2 Exploration Permit");
• a primary exploration target of 2.5-3.1Mt @ 0.9-1.1g/t Au for 70-100kozAu(7) for the Bondi Deposit, consisting of modelled and estimated (but unclassified) mineralisation contained within the open pit shell and underground blockouts which constrain the mineral resource;
• a secondary exploration target of 12.0-14.7Mt @ 1.2-1.4g/t Au for 0.5-0.7MozAu(8) for the Tankoro Deposit, consisting of modelled and estimated mineralisation located outside of open pit shell and underground blockouts which constrain the mineral resource (See further details on the status of the Permit below under the heading "Status of Mineral Tenure - Tankoro 2 Exploration Permit");
• the early-stage Zanawa Prospect, located approximately 4km north-east of the Bondi Deposit, at which reconnaissance drilling returned 22m @ 3.85g/t Au from 5m in DJR0029, 29m @ 1.44g/t Au from 1m and 10m @ 1.24g/t Au from 67m in DJR0030 and 5m @ 4.54g/t Au from 15m in DJA0141;
• a large area of artisanal workings at the Bamako 2 Property, measuring approximately 3km-long x 2km- wide, where numerous, subparallel gold-bearing quartz veins, extending for over 3km in strike length have been exposed. Gold-in-soil surveys returned peak values of 13.6g/t Au and drilling returned a number of significant intercepts including 15m @ 6.17g/t Au from 9m in FRC384, 8m @ 18.4g/t Au from 42m in BAR004 and 18m @ 1.20g/t Au from 44m in BAR003; and
• numerous extensional and additional targets throughout the Project generated from soil geochemistry and geophysical surveys.

While the potential quantity and grade of these exploration targets was conceptual in nature and there had been insufficient exploration to define a mineral resource and it was uncertain if further exploration would have resulted in the target being delineated as a mineral resource, they presented viable exploration targets for the Company to pursue.

A technical report prepared in accordance with Canadian National Instrument ("NI 43-101") titled "NI 43-101 Technical Report, Sanutura Project, South-West Burkina Faso" and dated February 7, 2022, supporting the MRE is available on SEDAR+ (www.sedarplus.ca). There are no material differences in the technical information contained in the technical report compared to the disclosure in the November 16, 2021 news release regarding the estimate of mineral resources for the Project, except as related to the illegal withdrawal of the Permit.

Status of Mineral Tenure - Tankoro 2 Exploration Permit

On September 6, 2023, the Company announced that it had received Notification from the Government that it had withdrawn the Company's rights to the Permit that hosted the Tankoro Deposit (MRE of 0.6Moz Au Indicated and 1.9Moz Au Inferred(2)) which was the central component of the Project.

Sarama was active on the Permit for 12 years and its mineral tenure was most recently confirmed with the granting of the Permit on November 24, 2021 by the then Minister of Energy, Mines and Quarries, Minister Dr Bachir Ouédraogo and the subsequent payment of the prescribed issuance fees within the requisite timeframe, on November 29, 2021 (refer news release December 1, 2021).

Under the applicable Burkina Faso laws, following the grant of an exploration permit and payment of the prescribed issuance fees, the Government issues the respective arrêté (or licence certificate) which is an administrative process. The Company has successfully been re-issued exploration permits through this same

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process on multiple occasions, and as recently as August 3, 2023, in respect of the Ouangoro 2 Exploration Permit.

The Notification stated that the Company's application for the Permit was unsuccessful. This is inconsistent with, and contradictory to, formal correspondence from the Government. The Company vigorously disagrees with the illegal withdrawal of its rights.

On October 18, 2023, the Company announced that it had engaged Boies Schiller Flexner (UK) LLP ("BSF"), a leading international law firm, to assist with legal matters in relation to the illegal withdrawal of the Permit. BSF is an internationally recognised dispute resolution law firm with extensive experience representing investors in international investment arbitrations in the mining and natural resources sectors worldwide. BSF acts for Indiana Resources (ASX:IDA) which has recently been awarded approximately US$110M in arbitration proceedings against the government of Tanzania following the expropriation of a mineral asset (refer to Indiana Resources' news release July 18, 2023).

The Company intends to continue working with BSF on the matter with a view to gaining the best commercial outcome for its shareholders.

Activities Completed in Q1 2024

• Preliminary Economic Assessment ("PEA"): Following the illegal withdrawal of the Company's rights to the Permit by the Government in August 2023, all work on the Project PEA was suspended, and no material work has been undertaken since.
• Exploration: The Company's exploration activities during the quarter were limited to administrative and compliance requirements and minor support work at the Djarkadougou 2 Permit.
• Community: As required, Sarama maintains contact with local community leaders who remain upset that our strong, mutually respectful and long-standing relationship has ended.
• Permitting: Following the illegal withdrawal of the Company's rights to the Permit in August 2023, management continued to focus on how best to salvage value from the remaining permits and mitigate its losses.
• Arbitration: The Company continued to work with BSF who are assisting with legal matters in relation to the illegal withdrawal of the Permit.
  On November 29, 2023 the Company delivered to the Minister of Energy, Mines and Quarries of Burkina Faso (the "Government"), a Notice of Intent ("NOI") to Submit Claims to Arbitration under the Agreement between the Government of Canada and the Government of Burkina Faso for the Promotion and Protection of Investments (the "BIT"), in relation to the Government's illegal withdrawal of the Company's rights to the Permit.
  The filing of the NOI initiated a 60-day consultation period between the Company and the Government during which time the Company sought to amicably settle the dispute. The Company did not receive any correspondence or meaningful communication from the Government, and the Government made no effort to engage or resolve the dispute during the prescribed 60-day consultation period. As a result, Sarama intends to initiate international arbitration proceedings in accordance with the BIT between Canada and Burkina Faso.
  The Company intends to seek full compensation for the loss suffered which may include, but will not be limited to, the value of the Permit, the value of the Company's historic investments in the Project, the value of the Project at the time the Permit was illegally withdrawn and damages the Company has suffered because of the Government's actions.

Outlook

In line with the Company's broader objective of mitigating damages caused by the Government's illegal withdrawal of the Permit, work on the Project will remain suspended, cash expenditure in Burkina Faso will remain significantly curtailed and the Company will continue to explore ways to monetise its assets.

In conjunction with mitigating losses through curtailing expenditure and monetising assets, the Company is working with BSF to secure funding and advance its Claims to Arbitration under the BIT and pursue its legal rights to the full extent.

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Koumandara Project

Property Information

The Koumandara Project is situated in the Banfora Belt approximately 80km west of the Project. Historical work conducted by the Company has resulted in the identification of significant zones of gold-in-soil anomalism and encouraging scout drilling results which are aligned with regional structural features.

Activities Completed in Q1 2024

• Sarama continued to liaise with the Minister of Energy, Mines and Quarries after it made notification to the Company of the successful applications for the granting of the Kongoroba 2 and Noumousso 2 Exploration Permits. These permits cover substantially the same area as the predecessor Kongoroba and Noumousso Exploration Permits which had expired and were required to be re-issued. Sarama paid the requisite processing fees and its understanding of the legal regime in Burkina Faso is that it is entitled to receive the outstanding Exploration Permits' arretés.

Outlook

The Company is reviewing how best to extract remaining value from its position in the Banfora belt to mitigate damages following the illegal withdrawal by the Government of the Company's rights to the Permit.

Karankasso Project

Property Information

The Karankasso Project ("Karankasso") is comprised of 6 exploration properties covering approximately 700km² and is located approximately 400km southwest of Ouagadougou, in Burkina Faso. The Karankasso Project can be accessed by a paved highway with both rail and grid power coming within approximately 65 kilometres.

In September 2014, the Company established a JV with Savary Gold Corp. ("Savary") which resulted in the unified ownership of Sarama's Sérakoro 1 Property and several of Savary's contiguous exploration properties in the southern Houndé Belt. The resultant Karankasso JV was initially 65% owned by Savary and 35% owned by Sarama with Savary the operator as long as it controls a majority interest in the joint venture project. In 2019, Semafo Inc. ("Semafo") completed the acquisition of Savary and in July 2020, Endeavour completed the acquisition of Semafo, resulting in it becoming Sarama's joint venture partner in the Karankasso Project.

On February 24, 2020, Semafo announced an updated inferred mineral resource estimate(9) of 12.74Mt @ 1.73g/t Au for 709,000 oz of contained gold of which Sarama's equity interest is approximately 125,000 oz gold (based on Sarama's approximate 17.5% project interest as at March 31, 2024).

Exploration activities have been focussed on extending mineralised lodes as well as generating new exploration targets within the Project area. This has involved additional drilling, soil geochemistry and geophysical surveys.

Activities Completed in Q1 2024

• The operator undertook limited work during the quarter due to security reasons and its reduced focus on exploration in Burkina Faso

Outlook

The Operator has not tabled plans to undertake any field work over the coming quarter.

In line with the Company's broader objective of mitigating damages resulting from the Governments illegal withdrawal of the Permit, the Company intends to explore ways to monetise its holding in the JV.

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