Waraba Gold Provides Supplemental and Corrective Disclosure in Connection with Annual General and Special Meeting of Shareholders

Vancouver, British Columbia--(Newsfile Corp. - February 12, 2026) - Waraba Gold Limited (CSE: WBGD) (FSE: ZE00) (OTC Pink: WARAF) (the "Company" or "Waraba") wishes to provide supplemental and corrective disclosure to its management information circular dated January 16, 2026 (the "Circular") in respect of the Company's annual general and special meeting of Shareholders to be held on February 23, 2026 (the "Meeting").

Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular and in the Company's press releases dated November 17, 2025 (the "November 17 Release"), January 9, 2025 (the "January 9 Release") and January 16, 2026 (the "January 16 Release"). The Company wishes to provide additional disclosure relating to the Debt Settlements and the Private Placement referenced in the November 17 Release and January 9 Release (together, the "Transactions") to supplement and correct the corresponding disclosure in the Circular. Shareholders are encouraged to read the Circular, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Background to Transactions

On March 25, 2025, the Company announced its intention to raise up to US$500,000 in capital (the "Debenture Financing") in the form of non-convertible unsecured debentures of the Company that bear interest at a rate of 10% per annum and mature on the one-year anniversary from the date of issuance (the "Debentures").

On November 13, 2025, at a meeting of the Board, the Board approved, among other things, (x) the Private Placement up to C$1.5 million and the settlement of Debentures issued under the Debenture Financing on identical terms to subscribers in the Private Placement (the "Debt Settlements"), (y) the establishment of a pricing committee, comprised of Chris O'Connor and Binyomin Posen (together, the "Pricing Committee"), to determine the price per security in the Private Placement and Debt Settlements, and (z) the upsizing of the Debenture Financing from US$500,000 to US$700,000. The funds raised under the Private Placement will be utilized to fund the commitments under the earn-in arrangements pursuant to the Ivory Coast Projects and general working capital.