Mr. Carl Esprey reports

WARABA GOLD LIMITED CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT OF UNITS

Waraba Gold Ltd. has closed the first tranche of a non-brokered private placement financing for gross proceeds of up to $500,000 through the issuance of up to 16,666,667 common shares of the company at a price of three cents per common share (as first announced in the company's press release dated Jan. 31, 2024), to be completed in tranches, on one or more closing dates. In connection with the first tranche of the private placement, the company issued 9,222,599 common shares at a price of three cents per common share for aggregate gross proceeds of $276,677.97. Certain portions of the private placement are being settled by delivery against payment and are expected to be completed by the end of the week. The company anticipates that a second tranche may close in the coming days.

The gross proceeds raised from the private placement will be used by the company 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.

The offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 as a certain director of the company subscribed for common shares in the first tranche. The company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to the insider participation in the private placement as the fair market value of the consideration of the securities issued to the related party did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the first tranche as the details of the private placement and the participation therein by related parties of the company were not settled until shortly prior to closing and the company wished to close on an expedited basis for sound business reasons.

The closing and pricing of the private placement is 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. The company's common shares trade on the CSE under the trading symbol WBGD and on the Frankfurt Stock Exchange under the trading symbol ZE0.

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