Mr. David Kol reports

ZODIAC GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Further to the news release dated Nov. 20, 2024, Zodiac Gold Inc. has closed its first tranche of its previously announced private placement for gross proceeds of approximately $123,000. The net proceeds of the first tranche will be used for exploration of the company's Todi gold project and for working capital purposes.

Pursuant to the first tranche closing of the offering, the company issued 1.23 million units of the company at a price of 10 cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at a price of 15 cents per warrant share until the date which is 24 months following the closing date of the first tranche of the offering.

The company paid finders' fees to certain finders, consisting of a cash fee of $1,400 and 10,400 finder warrants pursuant to the first tranche. Each finder warrant entitles the holder to acquire one common share at a price of 15 cents per share for a period of 24 months from the date of issuance.

All securities issued pursuant to the first tranche closing of the offering, including common shares issuable upon the exercise of warrants, are and will be subject to a hold period of four months and one day after the date of closing of the first tranche of the offering.

The company also announces that it has received TSX Venture Exchange approval to extend the closing of the offering until Jan. 30, 2025. The company expects to close the balance of the offering on or before Jan. 30, 2025.

Insider participation

An insider participated in the offering and subscribed for an aggregate of 100,000 units for a total of approximately $10,000. Such participation is 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 has relied 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 the fair market value (as determined under MI 61-101) of the units acquired by the insider and the consideration paid by such insider do not exceed 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner.

Shares-for-debt settlement

In addition, the company intends to settle an aggregate of $166,425.30 owing to a certain director and service providers of the company, including David Kol (director and chief executive officer), by issuing a total of 1,664,253 common shares to them at a price of 10 cents per share. The amounts owing represent unpaid fees for services and expenses previously provided to the company, as well as cash advances that have been previously provided to the company to finance certain short-term working capital expenditures. The company is proposing to complete these settlements to preserve cash to finance future operations. The disinterested members of the company's board of directors believe that the debt settlements are in the best interests of the company and have unanimously approved them. Completion of the debt settlements is subject to the receipt of all necessary TSX-V approvals.

Because insiders will be participating in the debt settlement, it is 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 is 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 common shares to be issued to the participating insiders, nor the consideration received from them exceeds 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 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 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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