Mr. David Kol reports

ZODIAC GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR UP TO C$4.025 MILLION

Zodiac Gold Inc. has arranged an offering of units of the company on a non-brokered private placement basis for aggregate proceeds of up to $4,025,000. The offering is being led by insiders and existing shareholders of the company. The net proceeds of the offering will be used to expand its drill program at the Todi gold project, advance exploration across its exploration licences and for working capital purposes. Closing of the offering is anticipated to be completed on or about 45 days or such other date or dates that the company may determine and may occur in tranches.

Offering

In connection with the offering, the company intends to issue up to 11.5 million units at a price of 35 cents per unit. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share for a period of 24 months from the date of issuance (subject to acceleration) at an exercise price of 54 cents per share.

The warrants will be subject to an accelerated expiry provision such that if, during a period of 30 consecutive trading days between the date that is four months following the issuance of the warrant and the expiry of the warrants, the daily volume weighted average trading price of the common shares of the company on the TSX Venture Exchange (or such other stock exchange where the majority of the trading volume occurs) exceeds 65 cents, the company may, within 30 days of such an occurrence, give written notice to the holders of the warrants that the warrants will expire at 4 p.m. Vancouver time on the 30th day following the giving of notice unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the warrants will have 30 days to exercise their warrants. Any warrants which remain unexercised at 4 p.m. Vancouver time on the 30th day following the giving of such notice will expire at that time.

All securities issued pursuant to the offering, including any common shares issuable upon exercise of the warrants, will be subject to a hold period of four months and one day from the applicable closing date in accordance with applicable securities laws. The company may pay finders' fees or commissions to eligible parties in connection with the offering, subject to the approval of the TSX-V and applicable securities laws. The offering remains subject to the approval of the TSX-V.

Insider participation

It is expected that certain directors and officers of the company may participate in the offering. The participation of insiders in the offering will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities to be acquired by the participating insiders nor the consideration to be paid by such directors and officers is anticipated to exceed 25 per cent of the company's market capitalization.

About Zodiac Gold Inc.

Zodiac Gold is a West African gold exploration company focused on its flagship Todi gold project 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 proven gold occurrences at both surface and depth, with five drill-ready targets, two of which have been drilled, and high-grade-gold intercepts.

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