Waraba Gold Announces Voting Results of Annual General and Special Meeting of Shareholders

Rhea-AI Summary

Waraba Gold (OTC:WARAF) announced results of its annual general and special meeting held February 23, 2026. Shareholders representing 7,226,902 shares (38.62%) voted and all nominees were re-elected. Key approvals included fixing the board at five directors, reappointing the auditor, adopting new articles, ratifying an Omnibus Plan and approving issuance of 22,072,762 Common Shares underlying pre-funded warrants.

Most resolutions passed with strong support; certain votes were approved by majority of minority shareholders and some interested-party shares were ineligible to vote.

Positive

• Directors re-elected with >95% support (four nominees at 95.35%, one at 100%)
• Board size fixed at five directors with 100% approval
• Audit reappointment — McGovern Hurley LLP reappointed as auditor with 100% support
• Omnibus Plan ratified and prior grant of 666,666 RSUs approved by disinterested shareholders
• Issuance approved for 22,072,762 Common Shares underlying pre-funded warrants

Negative

• Potential dilution from approval of 22,072,762 shares underlying pre-funded warrants
• Lower turnout — only 38.62% of issued common shares represented at the meeting
• Interested-party exclusions — multiple proposals had substantial ineligible shares (up to 5,196,245) excluded from voting

Vancouver, British Columbia--(Newsfile Corp. - February 24, 2026) - Waraba Gold Limited (CSE: WBGD) (FSE: ZE00) (OTC Pink: WARAF) (the "Company" or "Waraba") is pleased to announce the voting results from its annual general and special meeting of the shareholders of the Company ("Shareholders") held today, Monday, February 23, 2026 (the "Meeting"). Shareholders voted in favour of each resolution put forth at the Meeting.

Annual Geneal and Special Meeting Results

Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Company's management information circular dated January 16, 2026 (the "Circular") and press releases dated November 17, 2025, January 9, 2025, January 16, 2026 and February 12, 2026.

At the Meeting, there were 22 Shareholders represented in person or by proxy holding 7,226,902 Common Shares, representing 38.62% of the issued and outstanding Common Shares as at the record date for the Meeting. Each nominee listed in the Circular was reelected as a director of the Company, the results of which were as follows:

Nominee	Votes For:		Votes Withheld:
	Number	%	Number	%
Carl Esprey	6,891,068	95.35	335,834	4.65
Chris O'Connor	6,891,068	95.35	335,834	4.65
Binyomin Posen	6,891,068	95.35	335,834	4.65
Jose Teixeira	6,891,068	95.35	335,834	4.65
Mamadou Coulibaly	7,226,902	100.00	-	N/A

 

In addition, at the Meeting, (i) Shareholders fixed the number of directors at five; (ii) Shareholders reappointed McGovern Hurley LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year and authorized the audit committee of the Board to fix their renumeration; (iii) disinterested Shareholders ratified the adoption of the Omnibus Plan and the Prior Grant of 666,666 RSUs made on November 13, 2025; (iv) disinterested Shareholders approved the proposed issuance of an aggregate of 22,072,762 Common Shares underlying the Pre-Funded Warrants issued in the Private Placement; (v) disinterested Shareholders approved the participation of the Participating Insiders in the Transactions as required pursuant to MI 61-101; and (vi) Shareholders approved the adoption of new articles for the Company, each as more particularly set forth in the Circular. The results of such votes were as follows:

Resolution	Votes For:		Votes Withheld:		Votes Against:
	Number	%	Number	%	Number	%
Fixing the Directors at Five	7,226,902	100.00	-	N/A	-	N/A
Reappointment of Auditor	7,226,902	100.00	-	N/A	-	N/A
Approval of the Proposed Omnibus Plan and Prior Grant of RSUs1	5,898,658	94.46	-	N/A	345,834	5.54
Approval of the Issuance of Securities Pursuant to the Private Placement2	2,020,657	99.51	-	N/A	10,000	0.49
Director Participation in the Private Placement3	6,517,826	99.85	-	N/A	10,000	0.15
Approval of Adoption of New Articles for the Company	7,216,902	99.86	-	N/A	10,000	0.14

 

Notes:

1. Approved by a majority of minority Shareholders. 982,410 Common Shares held by interested parties were ineligible to vote.
2. Approved by a majority of minority Shareholders. 5,196,245 Common Shares held by interested parties were ineligible to vote.
3. Approved by a majority of minority Shareholders. 699,076 Common Shares held by interested parties were ineligible to vote.

About Waraba

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 Common Shares trade on the CSE under the trading symbol "WBGD" and on the Frankfurt Stock Exchange under the trading symbol "ZE00".

For more information about the Company, please refer to the Company's profile available on SEDAR+ (www.sedarplus.ca).

On Behalf of the Board

Carl Esprey
Chief Executive Officer and Director
Telephone: +1 312 235 2605
Email: cesprey@warabagold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285181

FAQ

What were the Waraba Gold (WARAF) shareholder vote results on February 23, 2026?

All resolutions put to the meeting were approved by shareholders, with nominees reelected and key proposals passing. According to the company, shareholders representing 7,226,902 shares (38.62%) voted and each resolution carried as reported.

Did Waraba Gold (WARAF) approve the issuance of shares related to the private placement?

Yes. Disinterested shareholders approved issuance of 22,072,762 Common Shares underlying pre-funded warrants. According to the company, this approval was part of the private placement authorizations disclosed at the meeting.

Was Waraba Gold's (WARAF) Omnibus Plan and prior RSU grant approved by shareholders?

Yes. Disinterested shareholders ratified the Omnibus Plan and the prior grant of 666,666 RSUs. According to the company, the ratification was approved by the required majority of disinterested shareholders.

Who remains as auditor for Waraba Gold (WARAF) after the February 23, 2026 meeting?

McGovern Hurley LLP was reappointed as Waraba Gold's auditor for the ensuing year with 100% support. According to the company, the audit committee was authorized to fix the auditor's remuneration.

How many directors were approved for Waraba Gold (WARAF) and were nominees reelected?

Shareholders fixed the board at five directors and each nominee listed in the circular was reelected. According to the company, four nominees received 95.35% support and one nominee received 100% support.