Mr. Carl Esprey reports

WARABA GOLD PROVIDES CORPORATE UPDATE

Waraba Gold Ltd. has provided corporate updates.

Management agreements

Further to the company's press release dated June 22, 2026, the company completed its first quarterly debt settlement transaction with certain of the company's acting directors, officers and a consultant. The company and management settled the aggregate quarterly management fee payment obligation in the amount of $61,560 (U.S.), approximately $87,476.76 (the quarterly debt), calculated based on an exchange rate of $1.00 (U.S.) equals $1.421 as at June 30, 2026, as published on the website of the Bank of Canada (the exchange rate) for an aggregate of 232,872 common shares in the capital of the company at a deemed price of 38 cents per common share, equal to the greater of: (i) 38 cents, representing the 10-day volume-weighted average trading price of the common shares on the Canadian Securities Exchange (CSE) ending on June 30, 2026; (ii) the minimum price permitted under the policies of the CSE; and (iii) five cents.

In addition, alongside the initial quarterly settlement, the company and management settled accrued management fees for the stub period beginning March 12, 2026, to March 31, 2026, in the amount of $12,817.97 (U.S.), approximately $18,214.34 calculated based on the exchange rate for an aggregate of 48,486 common shares at a deemed price of 38 cents per common share.

All common shares issued in connection with the settlements are subject to a four-month-and-one-day hold period pursuant to the policies of the CSE and applicable securities laws.

As previously disclosed in the June 22 release, the company intends to continue settling applicable quarterly management fee obligations through the issuance of common shares in accordance with the pricing formula described in the June 22 release and the company's applicable CSE filings. Provided that there is no material change to the amount, pricing methodology, participants or other material terms of the continuing quarterly debt settlements, the company does not currently intend to issue a separate press release in respect of each quarterly debt settlement while the continuing settlement arrangement remains in effect. The company expects to issue a press release upon completion or termination of the continuing quarterly debt settlement arrangement, or earlier if required by applicable securities laws or CSE policies, including if there is any material change to the terms of the ongoing debt settlements or any other material information requiring disclosure.

Related party transactions

Carl Esprey and Jose Teixeira, directors of the company, and Munster & Broad Ltd., a company controlled by Chris O'Connor, a director of the company (together, the participating insiders) each participated in the settlements. Mr. Esprey settled an aggregate of $32,078.22 (U.S.), approximately $45,583.15 calculated based on the exchange rate for an aggregate of 121,347 common shares, Mr. Teixeira settled an aggregate of $10,692.74 (U.S.), approximately $15,194.38 calculated based on the exchange rate for an aggregate of 40,448 common shares and Munster settled an aggregate of $14,498.63 (U.S.), approximately $20,602.55 calculated based on the exchange rate for an aggregate of 54,845 common shares.

The participation of the participating insiders in the settlements constituted a related party transaction, as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, and would have required the company to obtain minority shareholder approval and a formal valuation of the subject matter of the settlements, unless exemptions from such requirements were available. In completing the settlements, the company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available under sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the debt settled by the participating insiders, and the fair market value of the common shares issued to the participating insiders, did not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

Each participating insider's settlement was approved by members of the board of directors who are independent for the purposes of their respective settlement. No special committee was established in connection with the settlements. Further details will be included in a material change report to be filed by the company. The company did not file a material change report in respect of the settlements more than 21 days before the closing date of the settlements. In the company's view, the shorter period was reasonable and necessary in the circumstances to complete the settlements in an expeditious manner and improve the company's financial position by reducing outstanding liabilities.

About Waraba Gold Ltd.

The company is a resource exploration company engaged in the acquisition and exploration of 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.