Waraba Gold Provides Corporate Update
Waraba Gold converts management fee liabilities into equity through its first quarterly share-for-debt settlement involving related parties.
Rhea-AI Summary
Waraba Gold (WARAF) has completed its first quarterly management fee debt settlement by issuing common shares to directors, officers and a consultant. The company settled US$61,560 in quarterly fees and US$12,817.97 for a March 12–31, 2026 stub period, using a Bank of Canada exchange rate of US$1.00 = C$1.421. Waraba issued 232,872 and 48,486 common shares, respectively, at a deemed price of C$0.38, equal to the 10‑day VWAP on the CSE ending June 30, 2026 and compliant with CSE minimum pricing.
All shares from these settlements are subject to a four‑month‑and‑one‑day hold. Directors Carl Esprey and Jose Teixeira, and Munster & Broad Limited (controlled by director Chris O'Connor), participated, making this a related party transaction under MI 61‑101. Waraba relied on exemptions because the fair market value involved was below 25% of its market capitalization and plans to continue quarterly share‑for‑fee settlements without separate press releases unless terms materially change.
Positive
- US$61,560 in quarterly management fees and US$12,817.97 stub-period fees settled in shares, reducing liabilities
- An aggregate of 281,358 common shares issued at C$0.38, preserving cash by paying fees in equity
- Related party settlements structured to fit MI 61-101 exemptions, avoiding formal valuation and minority approval costs
Negative
- Share issuance of 281,358 new shares at C$0.38 creates equity dilution for existing shareholders
- No material change report was filed 21 days before closing, reducing advance transparency on the related party settlements
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - September 8, 2026) - Waraba Gold Limited (CSE: WBGD) (FSE: ZE00) (OTC Pink: WARAF) (the "Company" or "Waraba"), is pleased to provide the following corporate updates.
Management Agreements
Further to the Company's press release dated June 22, 2026 (the "June 22 Release"), the Company completed its first quarterly debt settlement transaction (the "Quarterly Settlement") with certain of the Company's acting directors, officers and a consultant (together, "Management"). The Company and Management settled the aggregate quarterly management fee payment obligation in the amount of US
In addition, alongside the initial Quarterly Settlement, the Company and Management settled accrued management fees for the stub period beginning March 12, 2026 to March 31, 2026, (the "Stub Period Settlement" and together with the Quarterly Settlement, the "Settlements") in the amount of US
All Common Shares issued in connection with the Settlements are subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.
As previously disclosed in the June 22 Release, the Company intends to continue settling applicable quarterly management fee obligations through the issuance of Common Shares in accordance with the pricing formula described in the June 22 Release and the Company's applicable CSE filings. Provided that there is no material change to the amount, pricing methodology, participants or other material terms of the ongoing quarterly debt settlements, the Company does not currently intend to issue a separate press release in respect of each quarterly debt settlement while the ongoing settlement arrangement remains in effect. The Company expects to issue a press release upon completion or termination of the ongoing quarterly debt settlement arrangement, or earlier if required by applicable securities laws or CSE policies, including if there is any material change to the terms of the ongoing debt settlements or any other material information requiring disclosure.
Related Party Transactions
Carl Esprey and Jose Teixeira, directors of the Company, and Munster & Broad Limited, a company controlled by Chris O'Connor, a director of the Company ("Munster") (together, the "Participating Insiders") each participated in the Settlements. Mr. Esprey settled an aggregate of US
The participation of the Participating Insiders in the Settlements constituted a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and would have required the Company to obtain minority shareholder approval and a formal valuation of the subject matter of the Settlements, unless exemptions from such requirements were available. In completing the Settlements, the Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available under sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the Debt settled by the Participating Insiders, and the fair market value of the Common Shares issued to the Participating Insiders, did not exceed
Each Participating Insider's Settlement was approved by members of the board of directors who are independent for the purposes of their respective Settlement. No special committee was established in connection with the Settlements. Further details will be included in a material change report to be filed by the Company. The Company did not file a material change report in respect of the Settlements more than 21 days before the closing date of the Settlements. In the Company's view, the shorter period was reasonable and necessary in the circumstances to complete the Settlements in an expeditious manner and improve the Company's financial position by reducing outstanding liabilities.
About Waraba
The Company is a resource exploration company engaged in the acquisition and exploration of 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
Executive Chairman
Telephone: +351 927954942
Email: cesprey@warabagold.com
Forward-Looking Information and Cautionary Statements
This press release contains forward-looking information or forward-looking statements under applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are based on management's reasonable assumptions, estimates and expectations as of the date of this press release and are often identified by words such as "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "will", "should", "could" and similar expressions.
In this press release, forward-looking statements include, but are not limited to, statements regarding: (i) the Company's intention to continue settling all or a portion of applicable quarterly management fee obligations through the issuance of Common Shares in accordance with the previously disclosed pricing formula; (ii) the Company's current intention not to issue a separate press release in respect of each ongoing quarterly debt settlement while the ongoing settlement arrangement remains in effect, provided there is no material change to the amount, pricing methodology, participants or other material terms of such settlements; (iii) the Company's expectation that it will issue a press release upon completion or termination of the ongoing quarterly debt settlement arrangement, or earlier if required by applicable securities laws or CSE policies; (iv) the pricing mechanics and number of Common Shares that may be issued in connection with future quarterly debt settlements; (v) the Company's expectation that any future related party transactions arising from the ongoing quarterly debt settlements will be exempt from the formal valuation and minority approval requirements of MI 61-101; and (vi) the Company's expectation that it will obtain or satisfy all required approvals, filings and acceptances, including CSE acceptance, if required.
These forward-looking statements are based on a number of assumptions, including, among others: that the ongoing quarterly debt settlement arrangement will continue on the terms currently contemplated and previously disclosed; that there will be no material change to the amount, pricing methodology, participants or other material terms of the ongoing quarterly debt settlements; that the applicable exchange rate and market price data will be available as anticipated on the applicable settlement dates; that the Common Shares to be issued in future settlements will be accepted by the CSE, if required; that the fair market value of any future related party settlement will remain below the thresholds required for the exemptions relied upon under MI 61-101; and that no additional material information will arise that would require earlier disclosure under applicable securities laws or CSE policies.
Forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including: the risk that the ongoing quarterly debt settlement arrangement is amended, terminated or not completed as currently contemplated; changes in the amount of debt to be settled, the identity of participants, the pricing methodology or other material terms of the ongoing settlements; changes in market prices, trading volumes or foreign exchange rates that affect the pricing and number of Common Shares issuable; the risk that required approvals, filings or acceptances, including CSE acceptance if required, are not obtained or satisfied on a timely basis or on acceptable terms; the risk that the fair market value of future related party settlements exceeds the thresholds for the MI 61-101 exemptions relied upon; and other risks and uncertainties set out in the Company's continuous disclosure documents available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements. Any forward-looking statement included in this press release is made as of the date of this press release, and the Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313278
FAQ
Will Waraba Gold issue press releases for future quarterly management fee settlements?
Waraba intends to continue settling applicable quarterly management fee obligations in shares using the disclosed pricing formula but does not plan to issue a separate press release for each quarterly settlement, as long as there is no material change to the amount, pricing methodology, participants or other material terms. The company expects to issue a press release upon completion or termination of the ongoing arrangement, or earlier if required by securities laws or CSE policies.
Why did Waraba not file a material change report 21 days before closing the settlements?
Waraba did not file a material change report more than 21 days before closing. The company states that the shorter period was reasonable and necessary to complete the settlements expeditiously and improve its financial position by reducing outstanding liabilities.