Mr. Carl Esprey reports

WARABA GOLD PROVIDES CORPORATE UPDATES

Further to the press releases dated Nov. 17, 2025, and Jan. 9, 2025, Waraba Gold Ltd. has closed the second and final tranche of the private placement for gross proceeds of $700,000, which included $630,000 in debt settlements owing to certain debentureholders, to preserve the company's cash, through the issuance of an aggregate of 10 million prefinanced warrants at a price of seven cents per prefinanced warrant.

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 Canadian Securities Exchange Policy 4.6(2)(a)(i)(2).

If disinterested shareholder approval is not received, the holders of prefinanced warrants would be entitled to redeem their prefinanced warrants for debentures with the principal amount of such debentures being equal to the aggregate price attributed to the prefinanced warrants held by the holder.

All securities issued in the final 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 final tranche will be utilized to finance the commitments under the earn-in arrangements pursuant to the Ivory Coast projects and general working capital.

Annual general and special meeting

The company is pleased to announce that it will hold the meeting at the offices of the company's counsel, Garfinkle Biderman LLP, located at 1 Adelaide St. East, Suite 801, Toronto, Ont., M5C 2V9, on Monday, Feb. 23, 2026, at 10 a.m. Toronto time, to approve certain annual and special matters, including disinterested shareholder approval for: (x) the proposed issuance of an aggregate of 22,515,619 shares underlying the prefinanced warrants, which exceeds the thresholds outlined in the policies of the CSE, as required pursuant to the application of CSE Policy 4.6(2)(a)(i)(2); and (y) the participation of the participating insiders in the transactions, as required pursuant to the application of Section 5.6 of Multilateral Instrument 61-101.

Shareholders registered on the books of the company as of Jan. 16, 2026, are the shareholders entitled to receive notice of the meeting and vote at the meeting. The notice of meeting, management information circular and related meeting materials will be available under the company's profile on SEDAR+ in due course.

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.