Waraba Gold Limited (CSE: WBGD) has entered into a binding share sale agreement to acquire an 80% interest in Leo Resources SARL, holder of gold exploration licence PR-683 covering 212.66 km² in northern Côte d'Ivoire, from a wholly owned subsidiary of Desert Metals Limited (ASX: DM1). The all-cash deal carries maximum consideration of A$5.0 million, payable in stages, with no Waraba shares issued to the vendor. The acquisition would add 1,141 drill holes and approximately 67,600 metres of historical drilling directly adjacent to Waraba's existing Tengrela Project, positioning the company across an approximately 1,000 km² combined Tengrela footprint on the Boundiali greenstone belt.

Key Points

  • Waraba Gold Limited (CSE: WBGD) (OTC Pink: WARAF) (FSE: ZE00)
  • Binding agreement signed October 25, 2026 to acquire 80% of PR-683 licence from Desert Metals subsidiary for up to A$5.0 million in staged cash payments
  • Historical drill highlights include 10 m @ 24.05 g/t Au at Podio; 2026 drilling returned 4 m @ 19.48 g/t Au at Tiogo; completion requires Côte d'Ivoire Ministerial approval
  • Investors may watch for Ministerial approval timing, additional financing arrangements for the A$1.9 million completion payment, and RSU vesting milestones

PR-683 Licence Prospects and Historical Drill Results

The PR-683 licence hosts four drilled prospects: Podio, Logbog, Zaguinasso, and Tiogo-Kakologo. At Podio, previous operators completed 355 holes for approximately 26,700 metres between 2008 and 2024, returning highlights including 10 m @ 24.05 g/t Au from 52 m and 14 m @ 5.9 g/t Au from 60 m. The release notes that only 16 of those 355 holes were drilled below 100 metres downhole depth, leaving the system largely untested at depth. Desert Metals' own 2026 program at Tiogo returned 4 m @ 19.48 g/t Au from 42 m. The company's Qualified Person has not yet verified these historical results.

Staged Payment Structure and Financing Requirements

Waraba paid an A$100,000 exclusivity fee to Desert Metals on July 23, 2026 under the term sheet. Following signing, an A$500,000 deposit is payable, which the company states it expects to fund from existing cash. A completion payment of A$1,900,000 follows satisfaction of conditions precedent, and a renewal payment of up to A$2,300,000 becomes payable if the PR-683 licence is renewed beyond November 3, 2027. Waraba disclosed it will likely require additional financing to fund the completion and renewal payments, and noted that financing is not a condition precedent under the agreement. A 1% net smelter return royalty, repurchasable for A$2,200,000, is also granted to the vendor on completion.

Conditions Precedent and Closing Timeline

Completion is conditional on approval by the Minister of Mines, Petroleum and Energy of Côte d'Ivoire, along with confirmations from local partner SMEX, delivery of specified corporate and title records, and reconciliation of an expenditure loan. Certain conditions must be satisfied within three months of signing, with Ministerial approval required within six months. The requirement to obtain Ministerial approval cannot be waived. Completion is expected to occur two business days after all conditions are satisfied or waived. The transaction is described as arm's length, with no finder's fee payable.

RSU Grants and Board Restructuring at Waraba Gold

Alongside the acquisition announcement, Waraba's board granted an aggregate of 2,300,000 restricted share units to directors, officers, advisors, and team members, representing approximately 4.1% of the company's 56,017,250 issued and outstanding shares. The grants include 450,000 RSUs each to CEO Mamadou Coulibaly and Executive Chairman Carl Esprey. Separately, Binyomin Posen resigned as a director effective October 24, 2026 and will continue in an unremunerated advisory capacity. The reconstituted board now comprises Carl Esprey, Mamadou Coulibaly, Adam Cegielski, José Teixeira, and Chris O'Connor.