Early Warning Report Filed Pursuant to National Instrument 62-104 and National Instrument 62-103 Acquisition of Securities of Waraba Gold Limited

Executive Summary

• Carl Esprey (the "Acquiror") has increased his position in Waraba Gold Limited through a non-brokered private placement.
• The acquisition consists of 600,000 units purchased on or about April 8, 2026.
• This filing serves as an Early Warning Report pursuant to National Instrument 62-103.

Key Details

• Transaction Structure: Non-brokered private placement.
• Quantity Purchased: 600,000 units.
• Price per Unit: $0.30.
• Unit Composition: Each unit consists of one common share and one Common Share purchase warrant.
• Warrant Terms: Exercise price of $0.45; expiry date April 8, 2028.
• Pre-Acquisition Ownership:
  • 5,790,821 Common Shares and 500,000 stock options.
  • Represented ~14.20% of issued and outstanding shares on a non-diluted basis (based on 40,784,378 shares).
  • Represented 15.24% on a partially diluted basis.
• Post-Acquisition Ownership:
  • 6,390,821 Common Shares, 600,000 Warrants, and 500,000 stock options.
  • Represented ~11.46% of issued and outstanding shares on a non-diluted basis (based on 55,784,378 shares).
  • Represented 13.17% on a partially diluted basis.
• Investment Purpose: General investment purposes; the Acquiror may purchase additional securities or sell existing holdings based on market conditions.