Waraba Gold increases financing to $2.5-million

Mr. Carl Esprey reports WARABA GOLD PROVIDES CORPORATE UPDATES Waraba Gold Ltd. has provided the following corporate updates. Private placement upsizing Further to the company's news release dated Nov. 17, 2025, the company, due to significant interest, intends to increase the size of its previously announced private placement from $1.5-million to up to $2.5-million of either: (i) shares; or (ii) prefinanced warrants, at a price of seven cents per security. The prefinanced warrants may not be exercised unless and until disinterested shareholders approve, by way of an ordinary resolution, the proposed securities offering that exceed the thresholds outlined in policies of the Canadian Securities Exchange, as required pursuant to the application of CSE Policy 4.6(2)(a)(i)(2). It is anticipated that existing holders of debentures may participate in the private placement by way of a settlement on identical terms to subscribers in the private placement. The funds raised in the private placement will be utilized to finance the commitments under the earn-in arrangements pursuant to the Ivory Coast projects and general working capital. Closing of the final tranche of the private placement will be Jan. 16, 2026. Closing of the initial tranche of the private placement and debt settlements The company is also pleased to announce the closing of the first tranche of the private placement for gross proceeds of $1,500,000.06, which included the settlement of an aggregate of $350,000 in debt owing to an officer of the company and existing debentureholders issued in the debenture financing, to preserve the company's cash, through the issuance of an aggregate of 9,355,808 shares and 12,515,619 prefinanced warrants at a price of seven cents per security. The prefinanced warrants may not be exercised unless and until disinterested shareholders approve, by way of an ordinary resolution, the proposed securities offering that exceed the thresholds outlined in policies of the CSE, as required pursuant to the application of CSE Policy 4.6(2)(a)(i)(2). All securities issued in the initial tranche and debt settlements are subject to a four-month-and-one-day period pursuant to the policies of the CSE and applicable securities laws. The funds raised in the initial tranche will be utilized to finance the commitments under the earn-in arrangements pursuant to the Ivory Coast projects and general working capital. Debenture issuance Effective, Jan. 6, 2026, the company issued a debenture in the amount of $100,000 (U.S.) to an arm's-length third party. Related party transactions Carl Esprey and Chris O'Connor, directors and officers of the company, each participated in the debt settlements, and Mr. Esprey participated in the private placement. Mr. Esprey acquired 5,102,857 prefinanced warrants and Mr. O'Connor acquired 800,000 prefinanced warrants. The participation of the participating insiders in the transactions constitutes a related party transaction, as such term is defined in Multilateral Instrument 61-101, and requires the company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transactions in accordance with MI 61-101, or rely on exemptions from such requirements, prior to the completion of such transactions. In completing the transactions, the company intends to rely on an exemption from the formal valuation of MI 61-101, on the basis of Subsection 5.5(g) -- Financial Hardship, as the company is: (i) in a situation of serious financial difficulty; (ii) the transactions are designed to improve the financial position of the company; (iii) the circumstances described in Section 5.5(f) of MI 61-101 are not applicable; and (iv) the board and independent directors (as such term is defined in MI 61-101) have, acting in good faith, determined that (i) and (ii) apply and the terms of the transactions are reasonable in the circumstances of the company. As each of the participating insiders are receiving only prefinanced warrants in the transactions, such prefinanced warrants may not be exercised unless and until disinterested shareholders approve the participation of each of the participating insiders in the transactions. In the unlikely event that disinterested shareholders approval is not received, the participating insiders will be entitled to redeem their prefinanced warrants for non-convertible unsecured debentures of the company, with a principal amount equal to the price attributed to the aggregate prefinanced warrants. The transactions were approved by the members of the board who are independent for the purposes of the transactions, respectively. No special committee was established in connection with the transactions. Further details will be included in a material change report to be filed by the company. While the company filed a material change report on Nov. 28, 2025, in respect of the potential transactions and Mr. Esprey's participation, Mr. O'Connor's participation in the debt settlements was unknown at that time. In the company's view, the shorter period was necessary to permit the company to close the transactions in a time frame consistent with usual market practice for a transaction of this nature and was reasonable and necessary to improve the company's financial position in a timely manner in the circumstances. Further, the officers indicated a desire to complete the transactions on an expedited basis. About Waraba Gold Ltd. The company is a resource exploration company that is acquiring and exploring mineral properties. The company is a reporting issuer in the provinces of British Columbia and Alberta. The company's shares trade on the CSE under the trading symbol WBGD and on the Frankfurt Stock Exchange under the trading symbol ZE0. We seek Safe Harbor.