Mr. David Kol reports

ZODIAC GOLD ANNOUNCES NEW $1M FINANCING, AND AMENDS PREVIOUSLY ANNOUNCED DEBT SETTLEMENT

Zodiac Gold Inc., further to the company's news releases dated Nov. 20, 2024, and Jan. 3, 2025, has closed its private placement for gross proceeds of approximately $123,000, with no further tranches closed. The company will commence a new offering of units for seven cents per unit for aggregate gross proceeds of up to $1-million.

In connection with the end of the previous financing and the commencement of the new financing, the company also intends to amend the exercise price of the 1.23 million share purchase warrants issued pursuant to the previous financing from 15 cents per share to 12 cents per share. The proposed amendment is subject to the receipt of all necessary approvals from the TSX Venture Exchange.

New financing terms

The new financing will consist of an offering of units of the company, on a non-brokered private placement basis, for aggregate proceeds of up to $1-million. The offering is being led by existing shareholders.

Pursuant to the new financing, the company intends to issue up to 14,285,715 units at a price of seven cents per unit. 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 12 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 new financing to finance continued exploration at its flagship Todi gold project, the Bomi South and Bong West licences in the Republic of Liberia, West Africa, and for working capital purposes.

Closing of the new financing is anticipated to be completed in February, 2025, and may occur in tranches. Closing is subject to the receipt of all necessary approvals from the TSX Venture Exchange.

Finders' fees

Subject to the approval of the TSX-V, 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 new financing 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's 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 new financing.

Hold period

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

Insider participation

Certain directors of the company are expected to acquire units under the new financing. 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 per cent of the company's market capitalization.

Revised debt settlement

The company has amended the terms of the debt settlement agreement with David Kol and certain service providers of the company that was originally announced on Jan. 3, 2025. Pursuant to the revised debt settlement agreement, the company has agreed to issue an aggregate of 2,377,504 common shares at a deemed price of seven cents per common share to settle a total indebtedness of $166,425.30.

The disinterested members of the company's board of directors believe that the revised debt settlements are in the best interests of the company and have unanimously approved them. Completion of the revised 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.

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

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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