Waraba Gold Limited

(formerly Zenith Exploration Inc.)

Management’s Discussion and Analysis

For the Year Ended July 31, 2021

General

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes thereto of Waraba Gold Limited (formerly Zenith Exploration Inc.) (the “Company”) for the years ended July 31, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board. All amounts in the audited consolidated financial statements and this discussion and analysis are presented in Canadian dollars, unless otherwise indicated. This MD&A is dated November 26, 2021 and discloses specified information up to that date.

Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures, and internal controls. Management is also responsible for ensuring that information disclosed externally, including the consolidated financial statements and MD&A is complete and reliable.

All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. Additional information on the Company is available for viewing on SEDAR at www.sedar.com.

Description of Business

On October 23, 2020, the Company changed its name to 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 trades on the Canadian Securities Exchange (the “Exchange”) under the trading symbol “WBGD”.

On March 12, 2021, the Company was listed on the Frankfurt Stock Exchange (also known as the Deutsche Boerse AG) under the symbol, “ZE0”. The Corporation's common shares continue to be listed on the Canadian Securities Exchange under the symbol, “WBGD”.

During the year ended July 31, 2020, the Company completed a plan of arrangement with its two former subsidiaries, High Point Exploration Inc. (“High Point”) and Top Exploration Inc. (“Top Exploration”). Pursuant to the plan of arrangement, the Company transferred the Mantle Property to High Point and the Golden Girl Property to Top Exploration.

Non-brokered Private Placements

On May 22, 2020, the Company closed a non-brokered private placement and issued 10,000,000 units at a price of $0.02 per unit. Each unit consist of one common share of the Company and one common share purchase warrant, whereby each warrant entitles the holder thereof to acquire one additional common share of the Company for a total period of five years from the date of issuance at a price of $0.05 per share. As a result, the Company raised gross cash proceeds of $200,000 and incurred $4,261 in share issuance costs in connection with the transaction. The units were issued to certain officers and directors of the Company.

On November 19, 2020, the Company closed a non-brokered private placement and issued 8,500,000 units at a price of $0.20 per unit for total gross proceeds of $1,700,000. Each unit consists of one common share and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at a price of $1.00 per common share for 12 months following the closing date of the non-brokered private placement. The Company intends to use the proceeds for general working capital and business development purposes.

On May 7, 2021, the Company closed a non-brokered private placement for gross proceeds of $5,610,500. The Company issued 28,052,500 units at $0.20 per unit, wherein each unit consist of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at $0.30 per warrant share for 12 months following the closing date of the private placement. On May 7, 2021, the Company issued 2,000,000 shares to certain arm's length finders in connection with finders' assistance provided with respect to the acquisition of the research permit.

In connection with the private placement, Banque Heritage SA (the “Acquiror”) purchased an aggregate of 17,575,000 units representing (i) 17,575,000 common shares and (ii) 17,575,000 warrants. Immediately before the acquisition, the Acquiror held 655,000 securities representing approximately 0.9% of issue and outstanding securities. Immediately after the acquisition, the Acquiror holds 18,230,000 securities representing 16.5% of the issued and outstanding securities of the Issuer on a non-diluted basis, and 35,805,000 securities representing 27.9% of 128,363,911 issued and outstanding Securities of the Issuer on a partially diluted basis. The Acquiror’s intention is to hold the units for investment purposes only and not with a view to materially effecting control of the Company.

Acquisition and Amalgamation

On December 10, 2020, the Company incorporated a wholly owned subsidiary 1278820 B.C. Ltd (“820 B.C.”).

On January 21, 2021, the Company, closed an amalgamation between 820 B.C. Ltd. and 1273795 B.C. Ltd (“795 B.C”) and formed 074 B.C. Pursuant to the amalgamation, the Company completed the purchase of 100% of all issued and outstanding common shares of 795 B.C. by issuing 25,690,000 common shares of the Company with a fair value of $7,578,550. based on the trading price of the shares on the closing date.

At the transaction date, the Company determined that acquisition of 795 B.C. did not constitute a business as defined under IFRS 3, Business Combinations, and the transaction was accounted for as an asset acquisition. The excess of the consideration paid over the fair value of the net liabilities was attributed to the exploration expenses.

The purchase price is as follows:

Purchase Price:
25,690,000 common shares issued	$7,578,550
Fair value of net assets acquired:
Cash	$ 98,784
Receivables	104,655
Property and equipment Exploration property Accounts payable and accrued liabilities Non-controlling interest	6,151 10,774,705 (3,415,011) 9,266
	$ 7,578,550

Exploration Expenditures

Changes in Accounting Policies

During the year ended July 31, 2021, the Company changed its accounting policy of capitalizing exploration and evaluation expenditures. The Company believes that expensing such costs as incurred provides more reliable and relevant financial information. Cost of exploration properties, including the cost of acquiring prospective properties and exploration rights, and exploration and evaluation costs are expensed until it has been established that a mineral property is commercially viable. Previously, the Company capitalized these amounts. The Company also applied this change in accounting policy to the underlying policies of its associates, resulting in additional changes. The consolidated financial statements for the year ended July 31, 2020 have been restated to reflect adjustments made as a result of this change in accounting policy.

Mali Gold Project

On January 21, 2021, the company completed the amalgamation of 820 B.C and 795 B.C. by issuing 25,690,000 common shares of the Company with a fair value of $7,578,550. The excess of the consideration paid over the fair value of the net assets was attributed to the exploration expenses.

Pursuant to the amalgamation, the Company acquired 75% interest in Gonka.

Gonka has entered into an agreement with Fokolore Mining SARL (the “Purchase Agreement”) to acquire the research permit to explore for gold in Mali, (the “Mining Permit”).

Under the terms of the Purchase Agreement, the parties must receive ministerial consent to the transfer of the Mining Permit to Gonka and the Company must pay a total consideration of US$2,500,000 as follows:

Payment of US$250,000 – paid by the Company on behalf of Gonka;
Additional US$1,000,000 is due by the end of March 2021 – paid; and
Remaining US$1,250,000 is expected to be settled with shares of the Company. 7,750,000 shares were issued on May 7, 2021 to settle it.

In addition, Gonka will be required to pay an additional US$1,000,000 upon proof, to an internationally recognized standard, that the area covered by the Mining Permit holds at least 1,000,000 ounces of gold; and an additional US$1,000,000 upon proof, to an internationally recognized standard, that the area covered by the Mining Permit holds at least 1,500,000 ounces of gold.

The Company will be expected to fund 75% of all future exploration on the concession. The remaining 25% of future exploration expense will be funded by the non-controlling shareholder in Gonka.

Scotch Creek Property

On November 14, 2017, the Company entered into a definitive agreement to purchase certain mineral claims comprising the Scotch Creek Property in the Kamloops Mining Division of British Columbia. In connection with the Scotch Creek Property agreement, the Company and vendors have also executed a royalty deed agreement pursuant to the terms and consideration of which the vendors shall receive a net smelter return royalty of 2% from the Company. Two directors of the Company are vendors of the property.

Golden Girl Property

On November 15, 2018, the Company entered into a purchase agreement to acquire a 100% interest in the Golden Girl Property located in B.C.

Pursuant to the arrangement, the Company transferred the Golden Girl Property to Top Exploration, a former subsidiary of the Company.

Mantle Property

On November 15, 2018, the Company entered into a purchase agreement to acquire a 100% interest in the Mantle Property located in B.C.

Pursuant to the arrangement, the Company transferred the Mantle Property to High Point, a former subsidiary of the Company.

The following is a description of the Company’s exploration expenditures as of July 31, 2021:

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Selected Annual Information

The following table sets out selected annual financial results from the audited consolidated financial statements:

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Years ended July 31, 2021 2020 2019
$ $ $
Expenses [(1)] (13,775,694) (195,365) (644,195)
Other income (expenses) [(1)] (46,639) 46,117 (32,732)
Net (loss) for the year [(1)] (13,822,333) (149,248) (676,927)
Loss per share [(1)] (0.21) 0.00 (0.03)
Total assets [(1)] 3,304,814 192,894 149,126
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(1) Loss for the period have been restated to conform with the change in policy on exploration expenditures.

Results of Operations

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Three months ended July 31, Years ended July 31,
2021 2020 2021 2020
Expenses
Management fees $ - $ 102,125 $ 82,270 $ 102,125
Consulting fees 2,825 - 55,345 -
Depreciation 2,619 - 4,789 -
Financing cost - - 378,108 -
Investor relations 36,861 - 95,431 -
Office and miscellaneous 17,930 19 50,850 108
Professional fees 100,845 3,012 224,586 32,576
Shareholder information 475 - 475
Project generation 454,633 - 698,578 -
Exploration expenses 1,143,480 43,311 12,001,479 43,311
Regulatory fees 1,575 1,745 30,620 13,361
Transaction cost - - 19,928 55
Transfer agent (430) 919 7,260 3,829
Travel & accomodation - - 125,975 -
$ (1,760,813) $ (151,131) $ (13,775,694) $ (195,365)
Other Items
Foreign exchange (40,961) - (47,011) -
Gain on deconsolidation - 5,100 - 5,100
Tax recovery - 41,017 - 41,017
Interest Income - - 372 -
(Loss) for the period $ (1,801,774) $ (105,014) $ (13,822,333) $ (149,248)
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Three Months Ended July 31, 2021 and 2020

Net Loss and Expenses

The net loss for the quarter ended July 31, 2021, was $1,801,774 compared to $105,014 for the quarter ended July 31, 2020, representing an increase of $1,696,760 due to change in policy on expense exploration related expenditures.

Total expenses for the quarter ended July 31, 2021, were $1,760,813 compared to $151,131 for the quarter ended July 31, 2020, representing an increase of $1,609,682 due to change in policy to expense exploration cost.

Major variances in expenses are as follows:

For the quarter ended July 31, 2021, Management fees is $Nil compared to $102,125 for the quarter ended July 31, 2020. The decrease is due to the timing of recording management fees. Fees for 2020 was recorded during Q4 2020, while management fees for 2021 were recorded during Q1 2021.
For the quarter ended July 31, 2021, investor relations are $36,861 compared to $Nil for the quarter ended July 31, 2020. The increase was attributable to shareholder communications costs.
For the quarter ended July 31, 2021, office and miscellaneous expenses are $17,930 compared to $19 for the quarter ended July 31, 2020. The increase was due to increase in the operations of the company. The expense primarily includes rent incurred for the head office in Lisbon and website maintenance cost of the Company.
For the quarter ended July 31, 2021, professional fees are $100,845 compared to $3,012 for the quarter ended July 31, 2020. The increase is primarily attributable to increase in legal and corporate secretarial services incurred in connection with the increase activity in the Company.
For the quarter ended July 31, 2021, project generation expense is $454,633 compared to $Nil for the quarter ended July 31, 2020. The increase was attributable to expenses incurred related to assessment of potential projects for the Company.
For the quarter ended July 31, 2021, Exploration expenses are 1,143,480 compared with $43,311 for the quarter ended July 31, 2020; the increase is due to the acquisition of the Mali Gold Project.

Years Ended July 31, 2021 and 2020

Net Loss and Expenses

The net loss and total expenses for the year ended July 31, 2021 were $13,822,333 compared to loss of $149,248 for the year ended July 31, 2020, representing an increase of $13,673,085 in net loss due to change in policy to expense exploration cost.

Total expenses for the year ended July 31, 2021 were $13,775,694 compared to $195,365 for the year ended July 31, 2020, representing an increase of $13,580,329 in total expenses, due to change in policy to expense exploration cost.

Major variances in expenses are as follows:

For the year ended July 31, 2021, management fees are $82,270 compared to $102,125 for the period ended July 31, 2020. The decrease was attributable to officers and directors of the Company reducing their fees during the current year.
For the year ended July 31, 2021, consulting is $55,345 compared to $Nil for the year ended July 31, 2020. The increase was primarily due to fees paid to the directors of the Company for services provided during the current year.
For the year ended July 31, 2021, financing cost is $378,108 compared to $Nil for the year ended July 31, 2020. The increase was attributable to the facility fee paid in relation with the convertible loan borrowed by the Company.
For the year ended July 31, 2021, investor relations are $95,431 compared to $Nil for the year ended July 31, 2020. The increase was attributable to shareholder communications costs.
For the year ended July 31, 2021, office and miscellaneous expenses are $50,850 compared to $108 for the year ended July 31, 2020. The increase was due to increase in the operations of the company. The expense primarily includes rent incurred for the head office in Lisbon and website maintenance cost of the Company.
For the year ended July 31, 2021, professional fees are $224,586 compared to $32,576 for the year ended July 31, 2020. The increase is primarily attributable to increase in legal and corporate secretarial services incurred in connection with the increase in activity of the Company.
For the year ended July 31, 2021, project generation expense is $698,578 compared to $Nil for the year ended July 31, 2020. The increase was attributable to expenses incurred related to assessment of potential projects for the Company.
For the year ended July 31, 2021, the transaction cost is $19,928 compared to $55 for the year ended July 31, 2020. The increase was entirely attributable to the costs incurred in connection with the acquisition and amalgamation transactions in the current year.
For the year ended July 31, 2021, the travel and accommodation cost is $125,975 compared to $Nil for the year ended July 31, 2020. The increase was primarily attributable to cost incurred on travel to Mali for mining operations.
For the year ended July 31, 2021, exploration expenses are 12,001,479 compared with $43,311 for the year ended July 31, 2020; the increase is due to the acquisition of the Mali Gold Project.

Selected Quarterly Information

The following selected financial data has been prepared in accordance with IFRS and should be read in conjunction with the Company’s condensed interim financial statements. All dollar amounts are in Canadian dollars.

Quarter Ended	Loss (Gain) for the period(1)	Loss per Share (Basic & Diluted)(1)	Total Assets	Interest Income
July31,2021	$1,801,774	$0.12	$3,304,814	$Nil
April 30,2021	$879,969	$0.01	$4,692,242	$Nil
January31,2021	$10,948,011	$0.24	$831,937	$372
October 31, 2020	$192,579	$0.00	$91,666	$Nil
July 31, 2020	$105,014	$0.00	$192,894	$Nil
April 30, 2020	$7,947	$0.00	$101,926	$Nil
January 31, 2020	$10,324	$0.00	$106,204	$Nil
October 31, 2019	($154,782)	$0.00	$116,799	$Nil

(1) Loss for the period have been restated to conform with the change in policy on exploration expenditures.

Financial Condition, Liquidity and Capital Resources

At July 31, 2021, the Company had working capital of $2,523,246 and at July 31, 2020 the Company had working capital of $179,774. The Company does not currently have an active business generating positive cash flows. The Company is reliant on equity financing or shareholder loans to provide the necessary cash to acquire or participate in an active business. There can be no assurance that equity financings will be available to the Company in the future that will be obtained on terms satisfactory to the Company.

On May 22, 2020, the Company closed a non-brokered private placement and issued 10,000,000 units at a price of $0.02 per unit for gross cash proceeds of $200,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one additional common share of the Company at a price of $0.05 per share for a period of 5 years. The Company incurred $4,262 in share issuance costs. The shares were issued to certain officers and directors of the Company.

On November 19, 2020, the Company closed a non-brokered private placement and issued 8,500,000 units at a price of $0.20 per unit for total gross proceeds of $1,700,000. The Company intends to use the proceeds for general working capital and business development purposes.

On April 9, 2021, the Company entered into convertible loan agreements with two arm's length lenders to borrow an aggregate amount of $1,260,360 (USD$1,000,000), with the Company paying facility fees to the lenders for an aggregate amount of $378,108 (USD$300,000) capitalized into the loan. The loans are unsecured, non-interest bearing and due at the earlier of October 31, 2021, or at the date the Company completing an equity financing of $2,000,000.

The Company partially repaid the principal balance of the convertible loan as follows:
subscriptions of 4,095,000 units from the May 7, 2021 private placement to partially settle US$650,000 of the principal loan payable amount; and
on May 10,2021, payment of US$350,000 in cash.

On May 7, 2021, the Company closed a non-brokered private placement for gross proceeds of $5,610,500.00. The Company issued 28,052,500 units at $0.20 per unit. The Company intends to use the proceeds for general working capital and business development purposes.

On November 19, 2021, 8,500,000 warrants have expired unexercised

Related Party Transactions

Payments to key management and directors during the years ended July 31, 2021 and 2020 were as follows:

	July 31,	July 31,
	2021	2020
Management fees paid to officers or to companies controlled by officers	$ 82,270 $	102,125
Consulting fees paid to directors	106,136	-
Professional fees paid to officers	91,440	-
Total compensation	$ 279,846 $	102,125

On May 22, 2020, the Company completed a private placement comprised of 10,000,000 units of the Company at a price of $0.02 per unit for total proceeds of $200,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one additional common share of the Company at a price of $0.05 per share for a period of 5 years. The shares were purchased by two directors of the Company.

Included in receivables as at July 31, 2021 is $Nil (July 31, 2020 - $1,415) due from directors.

As at July 31, 2021 (July 31, 2020 - $Nil), $12,964 was due to a director.

Amounts owing to and from are unsecure, non-interest bearing and due on demand.

Changes in Management

On October 14, 2020, the Company announced the resignation of Barry Hartley as director and Chief Financial Officer and Brent Hahn as Chief Executive Officer. Mohammad Shaygan has been appointed to the board of directors and Chief Executive Officer of the Company. Jesse Hahn has been appointed as interim Chief Financial Officer.

On October 27, 2020, the Company announced the resignation of Mohammad Shaygan as a Director and Chief Executive Officer and Jesse Hanh as Corporate Secretary. Carl Esprey has been appointed to the board of directors and Chief Executive Officer of the Company. Shimmy Posen has been appointed as Corporate Secretary.

On May 7, 2021, the Company announced the appointment of Chris O’Connor to its board of directors and the resignation of James McCrea from its board of directors.

Accounting Policies

The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about

matters that are inherently uncertain. The Company’s results of operations are reported using policies and methods in accordance with IFRS. In preparing condensed interim financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the year. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

Critical Accounting Estimates

The preparation of the Company’s condensed interim financial statements in conformity with IFRS requires management to make estimates and assumptions concerning the future. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim financial statements are as follows:

i) Going concern Management has determined that the Company will be able to continue as a going concern for the next year.
ii) Income taxes and recoverability of potential deferred tax assets
In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction.

The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

iii) Existence of Decommissioning and Restoration Costs and the Timing of Expenditure Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements and constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.
iv) Share Based Payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

v) Convertible Promissory Notes

The classification of the Company’s convertible promissory notes required management to analyze the terms and conditions of the promissory notes and use judgment to assess whether these debentures are liability, equity, or a combination of the two. IAS 32 provides the criteria for management to assess these complicated financial instruments to determine their appropriate classification(s). Factors considered are, but not limited to, whether the Company has a future obligation to settle the instrument in cash or exchange other assets or liabilities, the currency of settlement and if the settlement is already known to be equity, the amount will not vary based on the Company’s future share price.

vi) Asset Acquisition / Business Combination
In accordance with IFRS 3 – Business Combination, a transaction is recorded as a business combination if the assets acquired, and liabilities assumed constitute a business. A business is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. Where there are no such integrated activities, the transaction is treated as an asset acquisition.
vii) Economic recoverability and probability of future benefits of exploration and evaluation costs Management has determined that exploration, evaluation and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

Financial Instruments and Capital Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is not exposed to credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Currency Risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to foreign currency exchange risk as its mining operations are significantly denominated in currencies other than the functional currency of the Company.

Since the Company’s reporting currency is Canadian dollars and the Company and its subsidiaries have significant operations in Mali and in parts of Europe, the Company is exposed to foreign currency fluctuations

on its reported amounts of assets and liabilities. The risk is not considered significant as most financial assets and liabilities are maintained in Canadian Dollars.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk.

Capital Management

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of equity and cash. There were no changes in the Company's approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

Fair value

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities and loans payable. The fair value of these financial instruments approximates their carrying values due to the shortterm nature of these investments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

As at July 31, 2021, the Company's financial instruments that are measured at fair value, being the loans payable, are classified as level 2 in the fair value hierarchy. As at July 31, 2020, the Company did not have any financial instruments measured at fair value and that require classification within the fair value hierarchy.

COVID-19

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

Contingencies

The Company is not aware of any contingencies or pending legal proceedings as at the date of this report.

Additional share information

As at July 31, 2021, the Company had 110,788,911 common shares outstanding. As at the date of this report, the Company had 110,788,911 common shares issued and outstanding.

As at July 31, 2021, the Company had no stock options and 46,552,500 warrants outstanding. As at the date of this report, the Company had no stock options and 38,052,500 warrants outstanding.

Disclaimer

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. It should be read in conjunction with all other disclosure documents provided by the Company, which can be accessed at www.sedar.com. No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

Cautionary Statement on Forward Looking Information

Certain statements contained in this document constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressly stated or implied by such forward-looking statements.

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Waraba Gold Limited — Management Reports 2021

47336_rns_2021-11-29_54212f0e-9978-45a2-94b5-1860b6b6a5a6.pdf