Waraba Gold Signs Binding Agreement to Establish Joint Venture Relating to Tengrela South Exploration Permit Application in Cote d'Ivoire

Waraba Gold agreed a binding deal (Apr 28, 2026) to form a 90/10 JV to acquire a 395.22 km² permit application (Tengrela South) adjacent to its Tengrela licence in Côte d’Ivoire. The staged consideration totals US$1.05M in cash (plus US$250k advisory fee included), 1.5M common shares and a 2.5% NSR royalty; additional milestone payments of US$1.85/oz are payable to the vendor up to a 5M oz cap. The permit (filed Jan 22, 2025) remains subject to MMPE regulatory approval and CSE acceptance; if not transferred by Dec 31, 2026, the vendor must reimburse amounts paid. Waraba plans geophysics, mapping and soils to advance targets to drill-ready status. Market impact: the transaction consolidates Waraba’s land position along a prolific Birimian gold corridor, increasing exploration upside and potential future gold exposure for shareholders while diluting near-term cash but adding exploration optionality contingent on permit approval and future drilling success.