Waraba Gold Provides Corporate Updates

Executive Summary

• Waraba Gold closed the second and final tranche of its private placement, raising gross proceeds of $700,000 (including $630,000 used to settle existing debentures).
• The financing was executed through the issuance of 10,000,000 Pre‑Funded Warrants at $0.07 each.
• Proceeds will be applied to fund earn‑in commitments on Ivory Coast projects and for general working capital; an Annual General and Special Meeting is scheduled for February 23 2026 to seek required shareholder approvals.

Key Details

• Final Tranche Size: $700,000 total gross proceeds.
• Debt Settlement Component: $630,000 applied to settle outstanding debentures held by certain debenture holders.
• Warrant Issuance: 10,000,000 Pre‑Funded Warrants issued at a price of $0.07 per warrant.
• Exercise Conditions: Warrants may only be exercised after disinterested shareholders approve a securities offering that exceeds CSE thresholds (CSE Policy 4.6(2)(a)(i)(2)).
• Redemption Rights: If shareholder approval is not obtained, warrant holders can redeem warrants for debentures equal to the aggregate price paid for the warrants.
• Lock‑up Period: All securities issued in this tranche and related debt settlements are subject to a four‑month and one‑day hold period per CSE policies and applicable securities laws.
• Use of Proceeds: Funding of earn‑in obligations under Ivory Coast projects and general working capital needs.
• Annual General & Special Meeting:
• Date & Time: Monday, February 23 2026 at 10:00 a.m. Toronto time.
• Location: Garfinkle Biderman LLP, 1 Adelaide Street East, Suite 801, Toronto, ON M5C 2V9.
• Agenda includes approval of (i) issuance of 22,515,619 Shares underlying the Pre‑Funded Warrants (exceeding CSE thresholds) and (ii) participation of insiders in related transactions per MI 61‑101.
• Shareholder Eligibility: Only shareholders on record as of January 16 2026 are entitled to notice and voting rights.
• Documentation Availability: Meeting materials will be posted on the Company’s SEDAR+ profile.

Notable Quotes

“The successful closing of the final tranche provides us with the necessary liquidity to advance our Ivory Coast earn‑in commitments and sustain ongoing operations,” – Carl Esprey, CEO & Director.