Waraba Gold Provides Corporate Update

Rhea-AI Summary

Waraba Gold (OTC: WARAF) announced changes to management compensation and an option grant. Quarterly management fees of US$61,560, plus a US$12,817.97 stub amount, will be settled in shares from June 30, 2026, at a deemed price of at least C$0.05. The company also granted 2,000,000 options to a consultant, exercisable at no less than C$0.05 for five years, vesting immediately. These share settlements are classified as related party transactions under MI 61-101 but are expected to rely on exemptions, as the fair market value will not exceed 25% of market capitalization.

AI-generated analysis. Not financial advice.

Positive

• Quarterly US$61,560 management fees settled in shares, potentially preserving cash
• US$12,817.97 stub management fees also settled through equity issuance
• Grant of 2,000,000 options at ≥C$0.05 may align consultant incentives with shareholders
• Related party transactions expected to qualify for MI 61-101 exemptions

Negative

• Equity settlement of fees and 2,000,000 options issuance create potential shareholder dilution
• Transactions classified as related party dealings under MI 61-101, adding governance scrutiny

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Vancouver, British Columbia--(Newsfile Corp. - June 22, 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

Pursuant to certain consulting agreements entered into between the Company and the Company's acting directors, officers and consultants (together, "Management"), the Company and Management have agreed that a portion of the aggregate quarterly management fee payment obligation in the amount of US$61,560 (each, a "Quarterly Payment") will be settled in common shares in the capital of the Company ("Common Shares") going forward, beginning on June 30, 2026. Each Quarterly Payment is to be satisfied through the issuance of Common Shares calculated using the U.S.-to-Canadian exchange rate as at the applicable quarter-end date as published by the Bank of Canada, and a deemed issue price per Common Share equal to the greater of: (i) the 10-day volume weighted average trading price of the Common Shares on the Canadian Securities Exchange ("CSE") ending on the applicable quarter-end date; (ii) the minimum price permitted under the policies of the CSE; and (iii) C$0.05. The Common Shares will be subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.

In addition, it is anticipated that on June 30, 2026, alongside the initial Quarterly Payment debt settlement, the Company and Management will be settling accrued management fees, for the stub period beginning March 12, 2026 to March 31, 2026, in the amount of US$12,817.97 (the "Stub Payment"). The Stub Payment is to be satisfied through the issuance of Common Shares calculated using the U.S.-to-Canadian exchange rate as at the applicable quarter-end date as published by the Bank of Canada, and a deemed issue price per Common Share equal to the greater of: (i) the 10-day volume weighted average trading price of the Common Shares on the CSE ending on the applicable quarter-end date; (ii) the minimum price permitted under the policies of the CSE; and (iii) C$0.05. The Common Shares will be subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.

The number of Common Shares issuable in respect of each Quarterly Payment and the Stub Payment, as applicable, will be determined on the applicable settlement date in accordance with the pricing formula described above.

Option Grant

The Company is also pleased to announce the grant of an aggregate of 2,000,000 stock options (each, an "Option") to a consultant of the Company pursuant to the Company's omnibus equity incentive plan. Each Option is exercisable to acquire one Common Share at an exercise price equal to the greater of: (a) C$0.05; (b) the closing market price of the Common Shares on the CSE on the trading day immediately preceding the date of this press release; and (c) the closing market price of the Common Shares on the CSE on the date of this press release (the "Options Issuance Date"). The Options expire on the five-year anniversary of the Options Issuance Date and vest immediately. The Options (and any Common Shares issuable upon their exercise) are subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.

Related Party Transactions

The initial Quarterly Payment debt settlement, Stub Payment debt settlement, along with each future Quarterly Payment debt settlement (together, the "Transactions"), constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") due to the involvement of Management, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the Transactions in accordance with MI 61-101, prior to the completion of such Transactions. The Company expects that any such resulting related party transaction will be exempt from the formal valuation requirement and minority shareholder approval requirements of MI 61-101 based on the exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Common Shares being settled will not exceed 25% of the Company's market capitalization.

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
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 settle all or a portion of management fees through the issuance of Common Shares beginning on June 30, 2026; (ii) the expected timing of the Quarterly Payment and Stub Payment settlements; (iii) the pricing mechanics and the number of Common Shares expected to be issued in connection with such settlements, which will be determined in accordance with the pricing formula described herein; and (iv) the Company's expectation that the Transactions will be exempt from the formal valuation and minority approval requirements of MI 61-101 and that the Company will obtain all required approvals, including CSE acceptance, if required.

These forward-looking statements are based on a number of assumptions, including, among others: that the applicable exchange rate and market price data will be available as anticipated on the applicable settlement dates; that the Company will continue to satisfy applicable regulatory and exchange requirements; that the Common Shares to be issued in settlement will be accepted by the CSE, if required; and that the fair market value of the Transactions will remain below the thresholds required for the exemptions relied upon under MI 61-101.

Forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including: the risk that required approvals, including CSE acceptance if required, are not obtained on a timely basis or on acceptable terms; changes in market prices and trading volumes of the Common Shares that affect the pricing and number of Common Shares issuable; changes in applicable foreign exchange rates; the risk that the fair market value of the Transactions 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/302434

FAQ

What management fee share arrangement did Waraba Gold (OTC: WARAF) announce on June 22, 2026?

Waraba Gold will settle part of management fees in common shares each quarter. According to Waraba, US$61,560 in quarterly fees will be paid in stock starting June 30, 2026, using a deemed price of at least C$0.05 and subject to a four-month-plus-one-day hold.

How much in management fees will Waraba Gold pay in shares each quarter and what is the pricing formula?

Waraba Gold plans to settle US$61,560 of quarterly management fees in common shares. According to Waraba, the share price will use the higher of the 10-day VWAP on the CSE, the CSE minimum price, or C$0.05, translated using Bank of Canada exchange rates.

What is the US$12,817.97 stub payment Waraba Gold will settle in shares on June 30, 2026?

The stub payment is US$12,817.97 in accrued management fees from March 12–31, 2026. According to Waraba, this amount will be settled in common shares on June 30, 2026, using the same pricing formula and hold period as the regular quarterly management fee settlements.

What are the terms of Waraba Gold’s 2,000,000 stock option grant announced in June 2026?

Waraba Gold granted 2,000,000 stock options to a consultant under its omnibus plan. According to Waraba, each option allows purchase of one share at the greater of C$0.05, the prior-day close, or the press release date close, vests immediately, and expires five years from issuance.

Why are Waraba Gold’s fee settlements considered related party transactions under MI 61-101?

The fee settlements involve directors, officers, and consultants defined collectively as management, making them related parties. According to Waraba, the transactions fall under MI 61-101 but are expected to be exempt from valuation and minority approval because their fair market value is under 25% of market capitalization.

How might Waraba Gold’s new share settlements and option grant affect WARAF shareholders?

The arrangements may conserve cash while increasing the number of shares and options outstanding. According to Waraba, quarterly fee and stub settlements in equity, plus 2,000,000 options, could dilute existing holdings, though they also aim to align management and consultant interests with share performance.