Waraba Gold Limited Completes Initial Payment and Plans for Share Issuance Under Ivory Coast Earn-In Agreement

Rhea-AI Summary

Waraba Gold Limited (WARAF) has completed an initial payment of US$300,000 as part of an earn-in agreement to acquire up to 80% of Somaco Global Resources SARL. The agreement involves two prospective gold license applications in northern Ivory Coast:

- Sirasso License (369.34 km²) located along the Senoufou greenstone belt, near Barrick Gold's Tongon Mine

- Tengrela License (398.7 km²) situated between Sissengue and Mahale permits

The next milestone includes issuing 6 million new common shares, paying an additional US$200,000 to vendors, and appointing two Somaco nominees as directors. This marks Waraba's strategic entry into West Africa's gold exploration corridor.

Positive

• Strategic acquisition potential of up to 80% stake in two prospective gold licenses in Ivory Coast
• Proximity to established mining operations like Barrick Gold's Tongon Mine
• Addition of two experienced senior geologists to the board, enhancing technical expertise
• Expansion into a promising West African gold exploration region

Negative

• Additional cash payment of US$200,000 required for next milestone
• Share dilution from planned issuance of 6 million new common shares
• Licenses still pending ministerial approval
• Further milestone payments and exploration expenditures required to earn majority interest

Vancouver, British Columbia--(Newsfile Corp. - May 21, 2025) - Waraba Gold Limited (CSE: WBGD) (FSE: ZE0) (OTC Pink: WARAF) (the "Company" or "Waraba") is pleased to announce that it has completed the initial payment of US$300,000 (the "Initial Somaco Payment") due under the earn-in term sheet which was announced on 25 March 2025 (the "Earn-In Term Sheet") pursuant to which it can acquire up to 80% of the share capital of Somaco Global Resources SARL ("Somaco").

Somaco holds two prospective gold licence applications (the "Licences"), awaiting ministerial approval, in northern Ivory Coast, as follows:

• Sirasso License - 369.34 km² located along the Senoufou greenstone belt, approximately 70 km south of Barrick Gold's Tongon Mine.

• Tengrela License - 398.7 km² situated between the Sissengue and Mahale permits, within a region geologically linked to the Syama mineralized shear zone.

Payment of the Initial Somaco Payment satisfies the first milestone outlined in the Earn-In Term Sheet, and marks a significant step toward establishing Waraba's presence in one of West Africa's most prospective gold exploration corridors.

In accordance with the terms of the Earn-In Term Sheet the next milestone will be for Waraba and the shareholders of Somaco (the "Vendors") to proceed to finalise the terms of a joint venture agreement, following which Waraba will:

• issue 6 million new common shares to the Vendors;

• pay the Vendors a further US$200,000; and

• appoint two nominees of Somaco as directors of the Company, both of whom are senior geologists and mining entrepreneurs whose technical knowledge and significant local experience will provide significant benefits to the Company and boost the board's technical competence.

Waraba can increase its stake in Somaco to earn a majority interest in the Licenses with additional milestone payments and by financing exploration expenditure.

"We are excited to formally initiate this partnership with Somaco," said Carl Esprey, CEO of Waraba Gold. "This transaction secures access to two highly prospective gold licenses in a jurisdiction that continues to attract world-class discoveries."

About Waraba Gold Limited

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 common shares trade on the Canadian Securities Exchange under the trading symbol "WBGD" and on the Frankfurt Stock Exchange under the trading symbol "ZE0".

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

On Behalf of the Board of Directors

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

Forward-Looking Information and Cautionary Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking information in this press release are based on certain assumptions and expected future events. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward- looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252949

FAQ

What is the value of Waraba Gold's (WARAF) initial payment in the Somaco earn-in agreement?

Waraba Gold made an initial payment of US$300,000 as part of the earn-in agreement to acquire up to 80% of Somaco Global Resources SARL.

How many shares will Waraba Gold (WARAF) issue for the next milestone of the Somaco agreement?

Waraba Gold will issue 6 million new common shares to the Vendors as part of the next milestone payment.

What are the two gold licenses Waraba Gold (WARAF) is acquiring in Ivory Coast?

The two licenses are the Sirasso License (369.34 km²) near Barrick's Tongon Mine and the Tengrela License (398.7 km²) between Sissengue and Mahale permits.

What percentage stake can Waraba Gold (WARAF) acquire in Somaco Global Resources?

Waraba Gold can acquire up to 80% of the share capital in Somaco Global Resources SARL through the earn-in agreement.

What are the next milestone requirements for Waraba Gold's (WARAF) Somaco agreement?

The next milestone requires finalizing a joint venture agreement, issuing 6 million shares, paying US$200,000, and appointing two Somaco nominees as directors.