Waraba Gold Provides Corporate Updates

Executive Summary

• Waraba Gold announces a private placement of up to $4 million in units at $0.30 per unit, each unit containing one common share and one warrant (exercisable at $0.45 for 24 months).
• Mamadou Coulibaly is appointed Chief Executive Officer, succeeding Carl Esprey who moves to Executive Chairman.
• The company also grants 1.5 million stock options and 1.5 million RSUs to directors, officers, employees and consultants under its omnibus equity incentive plan.

Key Details

• Private Placement Terms – Up to $4,000,000 gross proceeds; price $0.30 per unit; each unit = 1 common share + 1 warrant.
• Warrant Terms – Warrants allow purchase of an additional share at $0.45 any time before 4:30 pm Toronto Time on the date 24 months after closing.
• Use of Proceeds – Net proceeds will fund commitments under Ivory Coast earn‑in arrangements and general working capital.
• Closing Conditions – Offering subject to customary conditions, CSE policies, statutory hold period of 4 months + 1 day; expected close within 21 days of announcement.
• Finder’s Fees – Company may pay eligible finders in compliance with securities laws and CSE rules.
• Related Party Transaction – Certain directors/officers may participate; transaction exempt from valuation and minority‑shareholder approval under MI 61‑101 because purchase amount ≤ 25 % of market cap.
• CEO Appointment – Mamadou Coulibaly, director since 18 June 2025, becomes CEO effective immediately.
• Executive Chairman – Carl Esprey transitions to Executive Chairman, focusing on corporate development, capital markets and stakeholder relations.
• Equity Incentive Grants – 1,500,000 stock options (exercise price = greater of prior‑day closing or current closing price) with 6‑year term; vesting 25 % annually over three years.
• RSU Grants – 1,500,000 restricted share units, each convertible to one common share; vesting schedule mirrors options (25 % annually over three years).
• Hold Period for Options/RSUs – All shares issuable upon exercise or settlement subject to a statutory hold period of 4 months + 1 day per CSE policy.

Notable Quotes

(No direct quotes were provided in the release.)