Mr. Carl Esprey reports

WARABA GOLD PROVIDES CORPORATE UPDATE

Waraba Gold Ltd. has provided the following corporate updates.

Management agreements

Pursuant to certain consulting agreements entered into between the company, and the company's acting directors, officers and consultants, the company and management have agreed that a portion of the aggregate quarterly management fee payment obligation in the amount of $61,560 (U.S.) will be settled in common shares in the capital of the company going forward, beginning on June 30, 2026. Each quarterly payment is to be satisfied through the issuance of common shares calculated using the U.S.-to-Canadian-dollar exchange rate as at the applicable quarter-end date as published by the Bank of Canada, and a deemed issue price per common share equal to the greater of: (i) the 10-day volume weighted average trading price of the common shares on the Canadian Securities Exchange ending on the applicable quarter-end date; (ii) the minimum price permitted under the policies of the CSE; and (iii) five Canadian cents. The common shares will be subject to a four-month-and-one-day hold period pursuant to the policies of the CSE and applicable securities laws.

In addition, it is anticipated that on June 30, 2026, alongside the initial quarterly payment debt settlement, the company and management will be settling accrued management fees, for the stub period beginning March 12, 2026, to March 31, 2026, in the amount of $12,817.97 (U.S.). The stub payment is to be satisfied through the issuance of common shares calculated using the U.S.-to-Canadian-dollar exchange rate as at the applicable quarter-end date as published by the Bank of Canada, and a deemed issue price per common share equal to the greater of: (i) the 10-day volume weighted average trading price of the common shares on the CSE ending on the applicable quarter-end date; (ii) the minimum price permitted under the policies of the CSE; and (iii) five Canadian cents. The cShares sill be subject to a four-month-and-one-day hold period pursuant to the policies of the CSE and applicable securities laws.

The number of common shares issuable in respect of each quarterly payment and the stub payment, as applicable, will be determined on the applicable settlement date in accordance with the pricing formula described above.

Option grant

The company is also pleased to announce the grant of an aggregate of two million stock options to a consultant of the company pursuant to the company's omnibus equity incentive plan. Each option is exercisable to acquire one common share at an exercise price equal to the greater of: (a) five Canadian cents; (b) the closing market price of the common shares on the CSE on the trading day immediately preceding the date of this news release; and (c) the closing market price of the common shares on the CSE on the date of this news release. The options expire on the five-year anniversary of the options issuance date and vest immediately. The options (and any common shares issuable upon their exercise) are subject to a four-month-and-one-day hold period pursuant to the policies of the CSE and applicable securities laws.

Related party transactions

The initial quarterly payment debt settlement and stub payment debt settlement, along with each future quarterly payment debt settlement, constitute a related party transaction, as such term is defined in Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions, due to the involvement of management, and would require 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, prior to the completion of such transactions. The company expects that any such resulting related party transaction will be exempt from the formal valuation requirement and minority shareholder approval requirements of MI 61-101 based on the exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the common shares being settled will not exceed 25 per cent of the company's market capitalization.

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 common shares trade on the CSE under the trading symbol WBGD and on the Frankfurt Stock Exchange under the trading symbol ZE00.

We seek Safe Harbor.