Mr. David Kol reports

ZODIAC GOLD ENTERS INTO EXCLUSIVITY AGREEMENT WITH AVESORO RESOURCES

Zodiac Gold Inc. has entered into an exclusivity agreement with Avesoro Resources Inc., the largest gold mining company in Liberia and one of the leading gold producers in West Africa.

Under the terms of the agreement, Avesoro has paid Zodiac Gold a $200,000 (U.S.) exclusivity payment to secure a 30-day exclusivity period during which both parties will work toward finalizing a definitive agreement in respect of a potential strategic transaction.

Under the terms of the proposed transaction, Zodiac Gold would transfer the company's mineral exploration licences covering the Todi project in return for, among other things, a cash payment and a 10-per-cent net profit interest royalty in favour of Zodiac Gold in respect of mineral production from the licensed areas or, if the gold price falls below an agreed benchmark price, a 1-per-cent net smelter return royalty. There can be no assurance that Zodiac Gold and Avesoro will enter into the definitive agreement or proceed with the proposed transaction on these terms or at all.

During the exclusivity period, Zodiac Gold has agreed not to solicit, negotiate or engage with any third party in connection with any acquisition, financing, joint venture or similar transaction involving the company or its subsidiaries. If the parties do not enter into a definitive agreement prior to the end of the exclusivity period (other than as a result of Avesoro choosing not to proceed with the proposed transaction), Zodiac Gold will repay the exclusivity payment or, at the company's option and subject to TSX Venture Exchange approval, convert the exclusivity payment into common shares of the company at a price per share equal to the most recent closing price on the TSX Venture Exchange following the end of the exclusivity period.

David Kol, president and chief executive officer of Zodiac Gold, commented: "We are very pleased to take this important step forward with Avesoro. Their proven operating success, financial resources and deep experience in West Africa place them in a strong position to advance development of the Todi project for the mutual benefit of both Avesoro and Zodiac Gold."

Avesoro's flagship New Liberty gold mine, located approximately 20 kilometres northwest of Zodiac Gold's licences, continues to demonstrate its strength as one of West Africa's most productive operations. In 2024, Avesoro achieved a total of 4.05 million tonnes processed, resulting in 363,407 ounces of gold produced at a 94.39-per-cent recovery rate.

About Zodiac Gold Inc.

Zodiac Gold is a West African gold exploration company focused on its flagship Todi project situated in Liberia -- an underexplored, politically stable, mining-friendly jurisdiction hosting several large-scale gold and iron ore deposits. Strategically positioned along the fertile Todi shear zone, Zodiac Gold is developing a district-scale gold opportunity with additional iron ore potential, covering a vast 2,316-square-kilometre land package. The Todi gold project has undergone derisking, showcasing gold mineralization at both surface and depth, with five drill-ready targets, of which two have been drilled with high-grade gold intercepts reported.

About Avesoro Resources Inc.

Avesoro is a leading, West Africa-focused, privately owned mid-tier gold exploration, development and production company. With a proven record of operational excellence, the company is recognized for its strategic focus on responsible resource development and its commitment to advancing world-class mining operations across the region.

At the core of Avesoro's portfolio is Bea Mountain Mining Corp., the company's flagship operation in Liberia, which stands as one of the most significant gold producers in West Africa. The operation integrates both open-pit and underground mining, showcasing Avesoro's technical depth and operational diversity. Currently, two open-pit projects are in production, complemented by six active underground mines.

Guided by a deep commitment to sustainability, community engagement and responsible mining, Avesoro upholds rigorous environmental, social and governance standards. The company fosters a diverse and inclusive work force, builds strong partnerships with host governments and communities, and continuously strives to deliver meaningful social and economic value through ethical and transparent resource management.

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