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

Rhea-AI Summary

Carl Esprey (OTC:WARAF) filed an Early Warning Report reporting an acquisition of 600,000 units of Waraba Gold on or about April 8, 2026 at $0.30 per unit. Each unit includes one common share and one warrant exercisable at $0.45 until April 8, 2028.

Following the purchase, Esprey beneficially owns 6,390,821 common shares, 600,000 warrants and 500,000 options, representing ~11.46% non-diluted and ~13.17% partially diluted ownership based on 55,784,378 shares outstanding.

Positive

• 600,000 units purchased at $0.30 per unit
• 600,000 warrants exercisable at $0.45 until Apr 8, 2028
• Total beneficial holding of 6,390,821 shares after acquisition

Negative

• Non-diluted ownership fell to 11.46% due to increased shares outstanding
• Partially diluted ownership remains 13.17% factoring warrants and options
• Prior 2021 early warning showed 16.34% non-diluted ownership, a notable decrease

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - April 13, 2026) - This press release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues ("NI 62-103") in connection with the acquisition of securities of Waraba Gold Limited (the "Issuer") by Carl Esprey (the "Acquiror").

The Acquiror announces that, on or about April 8, 2026, the Acquiror purchased 600,000 units of the Issuer ("Units") at $0.30 per Unit as part of a non-brokered private placement of the Issuer (the "Acquisition"). Each Unit consisted of one common share in the capital of the Issuer (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the Acquiror to acquire one additional Common Share at an exercise price of $0.45 until April 8, 2028.

Immediately prior to the Acquisition, the Acquiror beneficially owned or controlled an aggregate of 5,790,821 Common Shares and 500,000 stock options exercisable into 500,000 Common Shares, representing approximately 14.20% of the issued and outstanding Common Shares on a non-diluted basis (based on 40,784,378 Common Shares then issued and outstanding) and 15.24% of the issued and outstanding Common Shares on a partially diluted basis.

As a result of the Acquisition, the Acquiror now beneficially owns or controls an aggregate of 6,390,821 Common Shares, 600,000 Warrants exercisable into 600,000 Common Shares and 500,000 stock options exercisable into 500,000 Common Shares, representing approximately 11.46% of the issued and outstanding Common Shares on a non-diluted basis (based on 55,784,378 Common Shares issued and outstanding as of the date hereof) and 13.17% of the issued and outstanding Common Shares on a partially diluted basis.

The Acquiror most recently filed an early warning report on January 21, 2021 (the "Prior EWR"). Since then, the Issuer has issued Common Shares in a variety of transactions, which has resulted in the Acquiror's holdings decreasing by more than 2%. As at the date of the Prior EWR, the Acquiror exercised control or direction over 16.34% of issued and outstanding Common Shares on a non-diluted basis and 19.34% of the issued and outstanding Common Shares on a partially diluted basis.

The Acquiror has acquired the above noted securities for general investment purposes. The Acquiror may in the future take such actions in respect of his holdings in the Issuer as he may deem appropriate based on his assessment of market conditions and any other conditions he considers relevant at the time, including the purchase of additional Common Shares or other securities of the Issuer through open market or privately negotiated transactions or the sale of all or a portion of the Acquiror's holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities laws.

For the purposes of NI 62-103, the address of the Acquiror is 207 Rua Praia do Moinho, Lisbon, 2775-68, Portugal. A copy of the Early Warning Report filed under applicable securities laws is available under the Issuer's profile on SEDAR+ (www.sedarplus.ca). For further information, please contact Carl Esprey, Tel: +44 7834 434344, Email: cesprey@warabagold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/292294

FAQ

How many Waraba Gold (WARAF) units did Carl Esprey acquire on April 8, 2026?

Esprey acquired 600,000 units on or about April 8, 2026. According to the company, each unit included one common share and one warrant exercisable into one additional share at $0.45 until April 8, 2028.

What is Carl Esprey's total ownership in Waraba Gold (WARAF) after the April 2026 acquisition?

After the acquisition, Esprey owns 6,390,821 common shares plus 600,000 warrants and 500,000 options. According to the company, that equals ~11.46% non-diluted and ~13.17% partially diluted ownership.

What are the terms of the warrants included in the WARAF units acquired April 2026?

Each warrant allows purchase of one common share at an exercise price of $0.45 and expires on April 8, 2028. According to the company, 600,000 such warrants were issued with the units.

Did Carl Esprey's ownership percentage in Waraba Gold (WARAF) increase or decrease since his prior early warning?

Esprey's non-diluted ownership decreased from 16.34% at the prior early warning to 11.46%. According to the company, share issuances since 2021 reduced his proportional holdings by more than 2%.

Could Carl Esprey buy or sell additional Waraba Gold (WARAF) shares after this early warning filing?

Yes. Esprey may purchase additional shares or sell holdings in open market or private transactions. According to the company, future actions will depend on market conditions and applicable securities laws.