Waraba Gold Provides Corporate Updates

Executive Summary

• Waraba Gold entered into a joint‑venture agreement for its Ivory Coast Projects, adding milestone‑based restricted share unit (RSU) awards tied to gold resource thresholds.
• The board approved a new 20 % rolling omnibus equity compensation plan that replaces the prior stock option plan and permits future grants of options, RSUs, deferred and performance share units.
• The authorized amount of non‑convertible unsecured debentures was increased from US$500,000 to US$700,000, and a private placement up to $1.5 million (shares or pre‑funded warrants at $0.07 each) was approved to fund earn‑in commitments, working capital, and settlement of existing debt.

Key Details

• Joint Venture Agreement – Covers the Sirasso and Tengrela licences in Ivory Coast; RSUs will be issued to vendors Sory Sidibe and Mamadou Coulibaly (333,333 each) on a 50/50 split contingent on confirming >0.5 M oz and >1.5 M oz of commercially viable gold, respectively.
• Omnibus Equity Compensation Plan – 20 % rolling plan pending shareholder approval at the next AGM/special meeting; maximum issuable shares set at 20 % of outstanding shares (10 % for insiders, 2 % for investor‑relations service providers).
• RSU Grant Details – Total of 666,666 RSUs granted (subject to shareholder approval); vesting triggers tied to gold resource milestones; post‑vest hold period of four months and one day; subject to foreign securities law restrictions.
• Debenture Upsizing – Authorized amount increased to US$700,000 (non‑convertible, unsecured).
• Proposed Private Placement – Up to $1.5 million in either common shares or pre‑funded warrants at $0.07 per unit; warrants exercisable only after shareholder approval of the offering under CSE Policy 4.6(2)(a)(i)(2); existing debenture holders may participate on identical terms.
• Use of Proceeds – Fund earn‑in obligations for Ivory Coast projects, general working capital, and settle outstanding amounts owed to debenture holders and arm’s‑length creditors.
• Related Party Transactions – RSU grants to Mr. Coulibaly (vendor & director) and settlement/participation by Mr. Esprey (director & debenture holder) are deemed related party transactions; the company will rely on MI 61‑101 exemptions as the fair‑market value does not exceed 25 % of market cap.
• Regulatory / Shareholder Approvals – Both the omnibus plan and private placement require approval by disinterested shareholders at the next meeting; a material change report will be filed thereafter.

Notable Quotes

“The Omnibus Plan provides flexibility to attract, retain and motivate qualified directors, employees and consultants while aligning their interests with long‑term shareholder value.” – Carl Esprey, CEO & Director

All forward‑looking statements are subject to the usual risk factors disclosed in Waraba Gold’s continuous disclosure documents.