Mr. Carl Esprey reports

WARABA GOLD LIMITED ANNOUNCES PRIVATE PLACEMENT FOR MOBILIZATION OF EXPLORATION ACTIVITIES

Waraba Gold Ltd. has arranged a non-brokered private placement financing for gross proceeds of up to $500,000 through the issuance of 16,666,667 common shares in the capital of the corporation at a price of three cents per share. Gross proceeds raised from the private placement will be used for the mobilization of exploration activities.

This private placement follows the company's fourth and final closing of its private placement of units, as disclosed in its press release dated Jan. 12, 2024, where the company confirmed the closing of an additional $219,000, bringing the aggregate amount raised to $1,459,000 for exploration and general working capital purposes.

The common shares issued under the private placement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Carl Esprey, chief executive officer, has committed to subscribe for 833,333 common shares in the private placement for an aggregate purchase price of $25,000. The participation by Mr. Esprey, and the participation of other insiders of the company, if any, in the private placement will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. No finders' fees are payable in connection with the private placement.

Closing of the private placement is expected to occur on or about the week of Feb. 12, 2024, with closing and pricing thereof subject to the review and approval of the Canadian Securities Exchange.

About Waraba Gold Ltd.

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.

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