Mr. Carl Esprey reports

WARABA GOLD LIMITED ANNOUNCES PRIVATE PLACEMENT AND INTENTION TO COMPLETE CONSOLIDATION

Waraba Gold Ltd. has arranged a non-brokered private placement financing for gross proceeds of up to $100,000 through the issuance of up to five million common shares in the capital of the corporation at a price of two cents per share. Proceeds raised from the private placement will be used to finance the company's working capital.

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. Closing of the private placement may be completed in one or more tranches.

Intention to complete consolidation

In addition, the company announces that the board of directors of the company has approved a consolidation of its issued and outstanding common shares on the basis of one postconsolidated common share for every 18 preconsolidated common shares.

The board has set Sept. 30, 2025, as the effective date of the consolidation and anticipates the common shares to trade on a postconsolidated basis, effective Sept. 30, 2025, subject to final confirmation from the Canadian Securities Exchange. The company's name and stock symbols shall remain unchanged.

No fractional common shares will be issued in connection with the consolidation. Instead, all fractional common shares equal to or greater than one-half resulting from the consolidation will be rounded to the next whole number; otherwise, the fractional common share will be cancelled. The exercise price and/or conversion price and number of common shares issuable under any of the company's outstanding convertible securities will be proportionately adjusted in connection with the consolidation.

Shareholders of record as of the effective date will receive a letter of transmittal from the company's transfer agent, providing instructions for the exchange of their common shares as soon as practicable following the effective date. Registered shareholders may also obtain a copy of the letter of transmittal by accessing the company's SEDAR+ profile. Until surrendered, each share certificate or direct registration system statement representing preconsolidated common shares will represent the number of whole postconsolidated common shares to which the holder is entitled as a result of the consolidation. No action is required by beneficial holders to receive postconsolidation common shares in connection with the consolidation. Beneficial holders who hold their common shares through intermediaries (for example, a broker, bank, trust company investment dealer or other financial institution) and who have questions regarding how the consolidation will be processed should contact their intermediaries with respect to the consolidation.

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 Canadian Securities Exchange under the trading symbol WBGD and on the Frankfurt Stock Exchange under the trading symbol ZE0.

We seek Safe Harbor.