Waraba Gold Provides Corporate Updates

Vancouver, British Columbia--(Newsfile Corp. - November 17, 2025) - Waraba Gold Limited (CSE: WBGD) (FSE: ZE0) (OTC Pink: WARAF) (the "Company" or "Waraba") is pleased to provide the following corporate updates:

Ivory Coast Projects Joint Venture Agreement

Further to its press releases dated March 25, 2025 and April 1, 2025, the Company has entered into a joint venture agreement (the "Joint Venture Agreement") relating to its earn-in on the Sirasso License and the Tengrela License (the "Ivory Coast Projects") on substantially the same terms as the Earn-In Term Sheet (as defined in the March 25, 2025 press release) other than the inclusion of milestone/success payments in the form of restricted share units ("RSUs") based on the amount of gold found on the Ivory Coast Projects (confirmed by a suitably qualified independent geologist engaged by Waraba to an appropriate internationally recognised and accepted standard), issuable to, in equal proportions, Sory Sidibe and Mamadou Coulibaly (two of the vendors of the Ivory Coast Projects), as further described below.

Adoption of the Omnibus Plan

On November 13, 2025, the board of directors of the Company (the "Board") approved a 20% rolling omnibus equity compensation plan for the Company (the "Omnibus Plan"), which will become effective upon the receipt of disinterested shareholders ("Disinterested Shareholders") approval at the next annual general meeting and special meeting of the shareholders of the Company (the "Meeting"). A copy of the Omnibus Plan will be made available under the Company's SEDAR + profile at www.sedarplus.ca.

The Omnibus Plan replaces the prior stock option plan of the Company.

Purpose of the Omnibus Plan

The Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards in the form of options, RSUs, deferred share units, and performance share units. Provided that the Omnibus Plan receives Disinterested Shareholder approval at the next Meeting, all future grants of equity-based awards will be made pursuant to, or as otherwise permitted by, the Omnibus Plan.

The purpose of the Omnibus Plan is to, among other things, provide the Company with a share related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under the Omnibus Plan by the Board from time to time for their contributions toward the long-term goals and success of the Company and to enable and encourage such directors, employees and consultants to acquire common shares of the Company ("Shares") as long-term investments and proprietary interests in the Company.