Waraba Gold Limited - Announces Corporate Updates and Early Warning Reports Disclosure Regarding Share Sale
WARABA GOLD LIMITED ANNOUNCES CORPORATE UPDATES AND
EARLY WARNING REPORT DISCLOSURE REGARDING SHARE SALE
Toronto, Ontario – October 27, 2020 – Waraba Gold L imited (the “Corporation” ) announces
the resignation of Mohammad Shaygan as director and Chief Executive Officer and Jesse Hahn as
Corporate Secretary, and thanks them for their serv ice to the Corporation. To fill the foregoing
vacancies, Carl Esprey (“ Mr. Esprey ”) has been appointed to the board of directors of the
Corporation (the “ Board ”), and as Chief Executive Officer. Shimmy Posen h as been appointed as
Corporate Secretary.
Mr. Esprey qualified as a Chartered Financial Analy st and Chartered Accountant before building a
long and varied career in the natural resource inve stment and development sector. He started his
career at Deloitte, Johannesburg in 2001 as a Financial Accountant before moving into mergers and
acquisitions for BHP Billiton in 2004. By 2008, Mr. Esprey was working in equity investments
with London-based GLG Partners, where he focused on natural resources investments. Mr. Esprey
is also Executive Director of Contango Holdings, wh ich has a 70% interest in the Lubu Coal
project in Zimbabwe. Contango is currently implemen ting a number of infrastructure repairs and
holding discussions with potential off takers with a view to build the mines quickly and achieve
cashflow. Mr. Esprey is also the founder of Botanic al Holdings in London, an investment holding
company for the legalised cannabis sector, which wo rks across product development, agronomy,
pharmaceuticals, and agriculture.
Mr. Posen is a lawyer at Garfinkle Biderman LLP, wh ere he focuses on corporate finance, M&A
and securities law, helping companies go public and raising funds in the capital markets. He acts
for public and private companies, securities dealers and financial institutions on a number of public
and private financings and commercial transactions. Mr. Posen holds a J.D. from Osgoode Hall
Law School and a B.A. in Political Science from York University.
Early Warning Report Disclosure
Mr. Esprey announces he has acquired an aggregate o f 8,550,000 common shares in the capital of
the Corporation (“ Shares ”) 1,876,291 common share purchase warrants of the Corporation, each
such warrant being exercisable at an exercise price of $0.05 per share until April 14, 2025 (the
“Warrants ”) by way of a share purchase agreement with four (4) vendors (the “ Share Purchase ”).
The Shares acquired by Mr. Esprey are subject to th e Form 46-201F1 escrow agreement dated
February 21, 2020 entered into between National Sec urities Administrators Ltd., and certain
shareholders. Shaygan acquired control of the Escro wed Shares by entering into a voting support
agreement with the legal and beneficial owners of t he Escrowed Shares (the “ Owner s”), whereby
the Owners have agreed to exercise the voting right s attaching to the Escrowed Shares at the
direction of Mr. Esprey. Mr. Esprey will acquire le gal ownership of the Shares upon their release
from escrow.
Prior to the Share Purchase, Mr. Esprey held zero ( 0) Shares and zero (0) convertible securities.
After the Share Purchase, Mr. Esprey now holds an a ggregate of 8,550,000 Shares and 1,876,291
Warrants representing approximately 22.04% of the issued and outstanding Shares on a non-diluted
basis and 25.63% on a partially diluted basis (assu ming full exercise of Mr. Esprey’s Warrants).
Mr. Esprey acquired the Shares and Warrants for inv estment purposes and may, from time to time,
acquire additional Shares or Warrants or dispose of some or all of the Shares or Warrants he
currently holds. Mr. Esprey’s cash consideration for the Shares and the Warrants is $140,721.85, or
$0.012 per security.
The Shares were acquired pursuant to the private ag reement exemption from the formal take-over
bid requirements of National Instrument 62-104, on the basis that the Shares were acquired from
five or fewer vendors and there was a reasonable ba sis to conclude that the purchase price did not
exceed 115% of the value of the Shares.
Mohammad Shaygan (“ Mr. Shaygan ”) reports that he has sold a total of 8,658,037 Sh ares and
3,166,667 Warrants by way of the Share Purchase at a price of $0.012 per security, for an aggregate
price of $142,501. Prior to the Share Purchase, Mr. Shaygan held an aggregate of 9,760,330 Shares
and 3,166,667 Warrants representing approximately 25.2% of the issued and outstanding Shares on
a non-diluted basis and 30.81% on a partially dilut ed basis (assuming full exercise of Carrigan’s
Warrants). Mr. Shaygan now holds 1,102,293 Shares a nd zero (0) representing 2.84% of the
Corporation's outstanding Common Shares. Mr. Shayg an may, from time to time, acquire
additional Shares or Warrants or dispose of some or all of the Shares he currently holds.
Jason Gold (“ Mr. Gold ”) reports that he has sold a total of 8,658,037 Sh ares and 3,166,667
Warrants by way of the Share Purchase at a price of $0.012 per security, for an aggregate price of
$142,501. Prior to the Share Purchase, Mr. Gold hel d an aggregate of 9,760,330 Shares and
3,166,667 Warrants representing approximately 25.2% of the issued and outstanding Shares on a
non-diluted basis and 30.81% on a partially diluted basis (assuming full exercise of Mr. Gold’s
Warrants). Mr. Gold now holds 1,102,293 Shares and zero (0) Warrants representing 2.84% of the
Corporation's outstanding Common Shares. Mr. Gold may, from time to time, acquire additional
Shares or Warrants or dispose of some or all of the Shares he currently holds.
Darren Carrigan (“ Mr. Carrigan ”) reports that he has sold a total of 8,658,037 Sh ares and
3,166,667 Warrants by way of the Share Purchase at a price of $0.012 per security, for an aggregate
price of $142,501. Prior to the Share Purchase, Mr. Carrigan held an aggregate of 9,760,330 Shares
and 3,166,667 Warrants representing approximately 25.2% of the issued and outstanding Shares on
a non-diluted basis and 30.81% on a partially dilut ed basis (assuming full exercise of Mr.
Carrigan’s Warrants). Mr. Carrigan now holds 1,102,293 Shares and zero (0) representing 2.84% of
the Corporation's outstanding Common Shares. Mr. C arrigan may, from time to time, acquire
additional Shares or Warrants or dispose of some or all of the Shares he currently holds.
This news release is issued pursuant to the early w arning requirements of applicable securities
laws. This news release and the related early warni ng reports will be filed on SEDAR at
www.sedar.com under the Corporation’s profile.
Corporation’s Contact Information:
For further information relating to the Corporation , please refer to the Corporation’s profile on
SEDAR which can be accessed at www.sedar.com or contact:
Carl Esprey
Chief Executive Officer and Director
Telephone: +1 312 235 2605
Email: [email protected]
For further information or to obtain a copy of the related early warning report, please contact Carl
Esprey at +1 312 235 2605 or [email protected].
Forward-Looking Information and Statements
This press release contains certain "forward-lookin g information" within the meaning of applicable Can adian
securities legislation. Such forward-looking inform ation and forward-looking statements are not repres entative of
historical facts or information or current conditio n, but instead represent only the Corporation's bel iefs regarding
future events, plans or objectives, many of which, by their nature, are inherently uncertain and outsi de of the
Corporation's control. Generally, such forward-look ing information or forward-looking statements can b e
identified by the use of forward-looking terminolog y such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "i ntends", "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 n ot limited
to, information concerning the anticipated release of the Escrowed Shares to Shaygan which would resul t in
Shaygan acquiring legal ownership of the Escrowed S hares, and the Corporation closing the Private Plac ement
according to the terms indicated in this press rele ase. Although the Corporation believes that the ass umptions and
factors used in preparing, and the expectations con tained in, the forward-looking information and stat ements are
reasonable, undue reliance should not be placed on such information and statements, and no assurance o r guarantee
can be given that such forward- looking information and statements will prove to be accurate, as actua l results and
future events could differ materially from those an ticipated in such information and statements. The f orward-
looking information and forward-looking statements contained in this press release are made as of the date of this
press release, and the Corporation does not underta ke to update any forward-looking information and/or forward-
looking statements that are contained or referenced herein, except in accordance with applicable secur ities laws.
All subsequent written and oral forward- looking in formation and statements attributable to the Corpor ation or
persons acting on its behalf is expressly qualified in its entirety by this notice.