Waraba Gold Provides Corporate Updates

Corporate Updates - Waraba Gold Limited has entered into a joint venture agreement for the Sirasso License and the Tengrela License in Ivory Coast, which includes milestone payments in the form of restricted share units (RSUs) based on gold discoveries confirmed by an independent geologist [1] - The company has approved a 20% rolling omnibus equity compensation plan, which will be effective upon disinterested shareholder approval at the next annual general meeting [2][4] - The omnibus plan replaces the prior stock option plan and aims to attract and retain qualified directors, employees, and consultants [3][5] Omnibus Plan Details - The omnibus plan allows for equity-based incentive awards, including options, RSUs, deferred share units, and performance share units [4] - All directors, employees, and consultants are eligible to participate, with a maximum issuance limit of 20% of the company's outstanding shares [7] - The plan includes restrictions on vesting, transferability, and expiration of awards [8] RSU Grants - Under the joint venture agreement, the company has granted 666,666 RSUs to vendors Sory Sidibe and Mamadou Coulibaly, contingent on gold discovery milestones [10] - 50% of the RSUs will vest upon confirmation of over 0.5 million ounces of commercially viable gold, and the remaining 50% upon confirmation of over 1.5 million ounces [10] Financial Initiatives - The board has approved an increase in the authorized amount of non-convertible unsecured debentures from US$500,000 to US$700,000 [12] - A non-brokered private placement of up to $1.5 million has been approved, with shares or pre-funded warrants priced at $0.07 each [13] - Funds from the private placement will be used for commitments under earn-in arrangements and general working capital [14] Related Party Transactions - The grant of RSUs and the settlement of debentures involve related party transactions requiring minority shareholder approval, with the company intending to rely on exemptions from formal valuation requirements [15] - The board members independent for the transactions approved the joint venture agreement and RSU grant, ensuring no conflict of interest from involved directors [17][18]