Mr. David Kol reports

ZODIAC GOLD TERMINATES EXCLUSIVITY AGREEMENT WITH MABLE AND FABLE LIMITED TO PURSUE MULTIPLE STRATEGIC OPPORTUNITIES AND ANNOUNCES UP TO C$500,000 SHAREHOLDER-LED PRIVATE PLACEMENT

Zodiac Gold Inc. has terminated the exclusivity agreement previously entered into with Mable and Fable Ltd. (MFL) on Sept. 26, 2024, due to MFL's failure to satisfy its funding obligations under the agreement.

By terminating the exclusivity agreement, the company is now free to pursue multiple strategic opportunities (including partnerships, joint ventures and financings) that have emerged since the announcement of its recent iron ore discovery. Following that announcement, Zodiac Gold has received substantial interest from multiple parties regarding these high-potential assets. The company intends to evaluate these opportunities with a view toward identifying how to best leverage its iron-ore assets in one or more transactions that will maximize shareholder value. In parallel, Zodiac Gold intends to continue to build on the exploration success of its recently completed Alasala and Arthington drilling programs at its Todi project.

David Kol, president and chief executive officer of Zodiac Gold, commented: "The decision to terminate the agreement was not taken lightly, but it is imperative that we remain agile and open to evaluating all potential opportunities. The newly discovered iron ore potential of our properties combined with the very encouraging results of our recent drilling campaigns at multiple gold deposit targets provide Zodiac Gold with multiple avenues to build significant value for our shareholders. The level of interest in our assets underscores their quality and strategic importance and we are committed to ensuring that the next steps we take are aligned with long-term growth."

Given the termination of the MFL exclusivity agreement, the company will not have access to the funding that MFL had originally agreed to provide in exchange for the exclusivity arrangements. As a result, in addition to pursuing the various inquiries it has received from third parties regarding potential strategic transactions, Zodiac Gold is pleased to announce that it intends to complete an offering of units of the company, on a non-brokered private placement basis, for aggregate proceeds of up to $500,000. The offering is being led by existing shareholders.

Offering terms

Pursuant to the offering, the company intends to issue up to five million units at a price of 10 cents per unit (the issue price). Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 15 cents per warrant share for a period of 24 months following the closing of the offering.

The company intends to use the proceeds from the offering to finance continued exploration at its flagship Todi gold project, Bomi South and Bong West licences in the Republic of Liberia, West Africa and for working capital purposes.

Closing of the offering is anticipated to occur in late November or early December and may occur in tranches. Closing is subject to the receipt of all necessary approvals from the TSX Venture Exchange.

Finders

Subject to the approval of the TSX Venture Exchange, the company may pay finders' fees to certain eligible finders of up to 7 per cent in cash of the gross proceeds raised in the offering from subscribers introduced to the company by such finders and up to 7 per cent in finders warrants of the aggregate number of units placed by such finders. Each finder warrant will entitle the holder thereof to purchase one common share at the issue price and will be exercisable for a period of 24 months from the closing of the offering.

Hold period

The securities issued pursuant to the offering shall be subject to a four-month-plus-one-day hold period commencing on the day of the closing of the offering under applicable Canadian securities laws.

Insider participation

Certain directors of the company are expected to acquire units under the offering. Such participation will be considered to be a related party transaction as defined under the policies of the TSX-V and 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 units to be acquired by the participating directors nor the consideration to be paid by such directors is anticipated to exceed 25 percent of the company's market capitalization.

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 deposits. Strategically positioned along the fertile Todi shear zone, Zodiac Gold is developing a district-scale gold opportunity covering a vast 2,316-square-kilometre land package. The Todi project has undergone derisking, showcasing proven gold occurrences at both surface and depth, with five drill-ready targets and high-grade gold intercepts

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