Waraba Gold Closes $4,500,000 Private Placement

Waraba Gold announced on 8 April 2026 that it closed a non‑brokered private placement of 15 million units at $0.30 per unit, raising $4.5 million in gross proceeds (an upsized amount versus the previously targeted $4 million). Each unit consists of one common share and one warrant exercisable at $0.45 until 8 April 2028. Net proceeds are earmarked to satisfy earn‑in commitments on the Ivory Coast exploration portfolio and for general working capital. The placement included participation by several directors/officers (totaling ~1.13 million units, i.e., < 25 % of market cap) and was approved under MI 61‑101 exemptions.

• Scale vs. prior financing: The $4.5 M raise exceeds the earlier $4 M target and follows a series of smaller tranches ($0.7 M in Jan 2026, $1.5 M in Jan 2026, etc.). The incremental cash improves liquidity at a time when the company still carries significant current liabilities (≈ $1.9 M total liabilities vs. negligible cash).
• Use of proceeds: Funding earn‑in obligations on Ivory Coast projects is critical; failure to meet these could trigger loss of interest or dilution. The new capital directly addresses that risk, reducing the probability of a financing shortfall.
• Dilution & ownership: 15 M new shares represent roughly 1.6 % of post‑consolidation equity (≈ 9.36 M shares). Including warrants, potential dilution is modest and within the 25 % threshold that permits the MI 61‑101 exemption without minority shareholder approval.
• Market perception: The price has risen from $0.45 on 1 Jan 2026 to $0.50 by early April, reflecting a modest positive reaction. The financing was priced at $0.30 per share – a discount to market but typical for distressed‑cash raises; the inclusion of warrants adds upside for investors.
• Overall materiality: The news provides new, unexpected cash that materially improves the company’s short‑term balance sheet and its ability to meet earn‑in milestones. It is not a game‑changing catalyst (e.g., discovery or major acquisition) but it is a material positive development.

Waraba Gold is a junior gold explorer focused on the Ivory Coast (Sirasso & Tengrela licences) where it holds an 80 % earn‑in interest via Somaco Global Resources SARL. The earn‑in terms require cash payments, exploration commitments, and issuance of common shares. A 2 % NSR royalty is payable to partners. No operating mines; the company remains in the exploration stage with no revenue.