Vancouver, British Columbia — January 9, 2026 — Leads & Copy — Waraba Gold Limited (CSE: WBGD) (FSE: ZE0) (OTC Pink: WARAF) has announced corporate updates, including the upsizing of its private placement.
Due to significant interest, the company plans to increase the size of its previously announced private placement from $1.5 million to $2.5 million, according to a press release. The private placement will consist of either shares or pre-funded warrants at a price of $0.07 per security.
The pre-funded warrants may not be exercised until disinterested shareholders approve the securities offering that exceeds the thresholds outlined in CSE policies. Existing debenture holders may participate in the private placement through a settlement on identical terms as subscribers.
Waraba Gold also announced the closing of the first tranche of the private placement for gross proceeds of $1,500,000.06. This included the settlement of $350,000 in debt owing to an officer of the company and existing debenture holders through the issuance of 9,355,808 shares and 12,515,619 pre-funded warrants at $0.07 per security (the “Initial Tranche”).
Securities issued in the Initial Tranche and Debt Settlements are subject to a four-month and one-day period pursuant to CSE policies and applicable securities laws.
Effective January 6, 2026, the Company issued a Debenture in the amount of US$100,000 to an arm’s length third party.
Carl Esprey and Chris O’Connor, directors and officers of the company, participated in the Debt Settlements, with Mr. Esprey also participating in the Private Placement. Mr. Esprey acquired 5,102,857 Pre-Funded Warrants and Mr. O’Connor acquired 800,000 Pre-Funded Warrants.
The participation of the Participating Insiders in the Transactions constitutes a “related party transaction”, as such term is defined in MI 61-101 and requires 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, or rely on exemptions from such requirements, prior to the completion of such Transactions. In completing the Transactions, the Company intends to rely on an exemption from the formal valuation of MI 61-101, on the basis of subsections 5.5(g) – Financial Hardship.
The funds raised will be used to fund commitments under earn-in arrangements for the Ivory Coast Projects and for general working capital.
Closing of the final tranche of the Private Placement will be January 16, 2026.
The Transactions were approved by the members of the Board who are independent for the purposes of the Transactions, respectively. No special committee was established in connection with the Transactions. Further details will be included in a material change report to be filed by the Company.
Waraba is a resource exploration company focused on acquiring and exploring mineral properties and trades on the CSE under the symbol “WBGD” and on the Frankfurt Stock Exchange under the trading symbol “ZE0”.
Carl Esprey, Chief Executive Officer and Director, can be contacted at +1 312 235 2605 or cesprey@warabagold.com.
Source: Waraba Gold Limited
