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WBGD.CN ·

Waraba Gold Limited Announces Private Placement for Mobilization of Exploration Activities

Financings Exploration Programs

Waraba Gold Limited Announces Private Placement for Mobilization of Exploration Activities

Vancouver, British Columbia, January 31, 2024: Waraba Gold Limited (CSE: WBGD) (FSE: ZE0)

(OTCQB: WARAF ) (the " Company" or " Waraba") is pleased to announce a non- brokered private

placement financing for gross proceeds of up to $500,000 through the issuance of 16,666,667 common shares in

the capital of the Corporation (the "Common Shares") at a price of $0.03 per share (the "Private Placement").

Gross proceeds raised from the Private Placement will be used for the mobilization of exploration activities.

This Private Placement follows the Company's fourth and final closing of its private placement of units, as

disclosed in its press release dated January 12, 2024, where the Company announced the closing of an

additional $219,000 bringing the aggregate amount raised to $1,459,000 for exploration and general

working capital purposes.

The Common Shares issued under the Private Placement will be subject to a statutory hold period expiring

four months and one day from the date of issuance.

Carl Esprey, CEO, has committed to subscribe for 833,333 Common Shares in the Private Placement for

an aggregate purchase price of $25,000. The participation by Mr. Esprey, and the participation of other

insiders of the Company, if any, in the Private Plac ement, will be considered a related party transaction

within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special

Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and

minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on

the basis that participation in the Private Placement by insiders will not exceed 25% of the fair market value

of the Company's market capitalization. No finder's fees are payable in connection with the Private

Placement.

Closing of the Private Placement is expected to occur on or about the week of February 12, 2024, with

closing and pricing thereof subject to the review and approval of the Canadian Securities Exchange.

About Waraba Gold Limited

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 Company's common

shares trade on the Canadian Securities Exchange under the trading symbol "WBGD" and on the Frankfurt

Stock Exchange under the trading symbol "ZE0".

For more information about the Company, please refer to the Company's profile available on SEDAR+

(www.sedarplus.ca).

On Behalf of the Board of Directors

Carl Esprey

Chief Executive Officer, Chief Financial Officer, and Director

Telephone: +1 312 235 2605

Email: [email protected]

Forward-Looking Information

This press release contains certain "forward -looking information" within the meaning of applicable

Canadian securities legislation. Such forward-looking information and forward-looking statements are not

representative of historical facts or information or current condition, but instead represent only the

Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are

inherently uncertain and outside of the Company's control. Generally, such forward-looking information or

forward-looking statements can be identified by th e use of forward -looking terminology such as "plans",

"expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends",

"anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain

statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will

continue", "will occur" or "will be achieved".

The forward-looking information and forward- looking statements contained herein may include, but are

not limited to, information concerning the Company closing the Private Placement according to the terms

indicated in this press release. Although the Compa ny believes that the assumptions and factors used in

preparing, and the expectations contained in, the forward- looking information and statements are

reasonable, undue reliance should not be placed on such information and statements, and no assurance or

guarantee can be given that such forward- looking information and statements will prove to be accurate, as

actual results and future events could differ materially from those anticipated in such information and

statements. The forward - looking information and forward -looking statements contained in this press

release are made as of the date of this press release, and the Company does not undertake to update any

forward-looking information and/or forward - looking statements that are contained or referenced her ein,

except in accordance with applicable securities laws. All subsequent written and oral forward - looking

information and statements attributable to the Company or persons acting on its behalf is expressly qualified

in its entirety by this notice.