Toronto, Ontario–(Newsfile Corp. – April 13, 2026) – This press release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues (“NI 62-103“) in connection with the acquisition of securities of Waraba Gold Limited (the “Issuer“) by Carl Esprey (the “Acquiror“).
The Acquiror announces that, on or about April 8, 2026, the Acquiror purchased 600,000 units of the Issuer (“Units“) at $0.30 per Unit as part of a non-brokered private placement of the Issuer (the “Acquisition“). Each Unit consisted of one common share in the capital of the Issuer (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the Acquiror to acquire one additional Common Share at an exercise price of $0.45 until April 8, 2028.
Immediately prior to the Acquisition, the Acquiror beneficially owned or controlled an aggregate of 5,790,821 Common Shares and 500,000 stock options exercisable into 500,000 Common Shares, representing approximately 14.20% of the issued and outstanding Common Shares on a non-diluted basis (based on 40,784,378 Common Shares then issued and outstanding) and 15.24% of the issued and outstanding Common Shares on a partially diluted basis.
As a result of the Acquisition, the Acquiror now beneficially owns or controls an aggregate of 6,390,821 Common Shares, 600,000 Warrants exercisable into 600,000 Common Shares and 500,000 stock options exercisable into 500,000 Common Shares, representing approximately 11.46% of the issued and outstanding Common Shares on a non-diluted basis (based on 55,784,378 Common Shares issued and outstanding as of the date hereof) and 13.17% of the issued and outstanding Common Shares on a partially diluted basis.
The Acquiror most recently filed an early warning report on January 21, 2021 (the “Prior EWR“). Since then, the Issuer has issued Common Shares in a variety of transactions, which has resulted in the Acquiror’s holdings decreasing by more than 2%. As at the date of the Prior EWR, the Acquiror exercised control or direction over 16.34% of issued and outstanding Common Shares on a non-diluted basis and 19.34% of the issued and outstanding Common Shares on a partially diluted basis.
The Acquiror has acquired the above noted securities for general investment purposes. The Acquiror may in the future take such actions in respect of his holdings in the Issuer as he may deem appropriate based on his assessment of market conditions and any other conditions he considers relevant at the time, including the purchase of additional Common Shares or other securities of the Issuer through open market or privately negotiated transactions or the sale of all or a portion of the Acquiror’s holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities laws.
For the purposes of NI 62-103, the address of the Acquiror is 207 Rua Praia do Moinho, Lisbon, 2775-68, Portugal. A copy of the Early Warning Report filed under applicable securities laws is available under the Issuer’s profile on SEDAR+ (www.sedarplus.ca). For further information, please contact Carl Esprey, Tel: +44 7834 434344, Email: cesprey@warabagold.com
