Vancouver, British Columbia — February 12, 2026 — Leads & Copy — Waraba Gold Limited (CSE: WBGD) has issued supplemental and corrective information to its management information circular from January 16, 2026, concerning its annual general and special meeting of shareholders scheduled for February 23, 2026.
The company is providing additional details regarding debt settlements and a private placement, as initially mentioned in press releases from November 17, 2025, and January 9, 2025. Shareholders are encouraged to review the circular, which is accessible on SEDAR+.
In March 2025, Waraba announced plans to raise up to US$500,000 through non-convertible unsecured debentures with a 10% annual interest rate, maturing one year from issuance. By November 13, 2025, the board of directors approved a private placement of up to C$1.5 million and the settlement of debentures under identical terms. A pricing committee, consisting of Chris O’Connor and Binyomin Posen, was formed to determine the price per security in the private placement and debt settlements. The debenture financing was also increased from US$500,000 to US$700,000.
The funds raised through the private placement are intended to support commitments under the Ivory Coast Projects and for general working capital purposes. An aggregate of US$700,000 in debentures were issued. CEO Carl Esprey acquired US$50,000 of these debentures on April 4, 2025.
On November 16, 2025, the pricing committee set the price per security for the private placement and debt settlements at C$0.07, based on the C$0.09 closing price of the company’s common shares on the CSE on November 14, 2025, and in accordance with CSE policies.
The transactions include common shares and pre-funded warrants. Each pre-funded warrant allows the holder to purchase one common share at a price of $0.00001, which can be exercised on a cashless basis, pending shareholder approval at the meeting for securities exceeding CSE policy thresholds.
Due to substantial interest in the transactions, Waraba decided to use pre-funded warrants for certain subscribers, as the CSE mandates shareholder approval for offerings where the number of issuable securities exceeds 100% of the outstanding securities or votes.
If shareholder approval is not obtained, pre-funded warrant holders can redeem their warrants for non-convertible unsecured debentures with a 10% annual interest rate, maturing one year from the issuance date, with the principal amount equal to the price of the pre-funded warrants held.
On January 6, 2026, the board increased the transactions from C$1.5 million to C$2.5 million due to additional interest. On January 9, 2026, the company announced the increased size of the transactions and the closing of the initial tranche for C$1,500,000.06, which included C$350,000 in debt settlements with debenture holders, including Carl Esprey and Chris O’Connor, through the issuance of 9,355,808 common shares and 12,072,762 pre-funded warrants at $0.07 per security.
Effective January 16, 2026, the final tranche of the transactions closed for C$700,000, including C$630,000 in debt settlements, through the issuance of 10,000,000 pre-funded warrants at C$0.07 per warrant.
Carl Esprey and Chris O’Connor participated in the transactions. Esprey acquired 5,102,857 pre-funded warrants through his subscription for 4,388,571 pre-funded warrants and the settlement of his US$50,000 debenture. O’Connor acquired 800,000 pre-funded warrants through the settlement of C$56,000 in unpaid fees at C$0.07. Their collective participation was 18.78%.
The independent directors, Binyomin Posen, Jose Teixeira and Mamadou Coulibaly, approved the participation of Carl Esprey and Chris O’Connor, determining that the company was in serious financial difficulty and the transactions would improve its financial position. The independent directors also determined that O’Connor’s participation in the pricing committee did not cause a conflict as his participation was limited to 2.55% of the overall quantum of the transactions.
The independent directors determined that Esprey and O’Connor would receive pre-funded warrants, which are not exercisable until shareholder approval is obtained.
The company corrected its January 9, 2026, release, clarifying that it issued 12,072,762 pre-funded warrants in the initial tranche, not 12,515,619.
The company also corrected its January 16, 2026, release, confirming they are seeking shareholder approval for the issuance of 22,072,762 shares underlying the pre-funded warrants, not 22,515,619 shares.
In the private placement, Waraba raised C$1,164,000.06 in gross proceeds and settled C$1,036,000 in debt, including C$924,000 from debentures and C$56,000 in accrued wages to Chris O’Connor, through the issuance of 9,355,808 common shares and 22,072,762 pre-funded warrants at C$0.07 per security.
A correction was also issued for the section of the circular titled “Approval of the Issuance of Securities Pursuant to the Private Placement”.
Waraba Gold is a resource exploration company acquiring and exploring mineral properties, and it is a reporting issuer in British Columbia and Alberta. Its common shares trade on the CSE under the symbol WBGD and on the Frankfurt Stock Exchange under the symbol ZE00.
Source: Waraba Gold Limited
