Mr. David Kol reports

ZODIAC GOLD ANNOUNCES PROPOSED NEW DEBT SETTLEMENT, COMPLETION OF PRIOR DEBT SETTLEMENT AND SHARE PURCHASE WARRANT PRICE AMENDMENT

Zodiac Gold Inc. intends to settle $243,210 owing to creditors of the company in respect of an outstanding unsecured loan and payables owing to the creditors in consideration for the issuance of 3,474,429 common shares of the company at a deemed price of seven cennts per share. Completing the debt settlement is subject to receiving all necessary approvals, including, but not limited to, the TSX Venture Exchange. The company's board of directors has determined that it is in the company's best interests to settle the outstanding debt through the issuance of shares to preserve the company's cash for working capital purposes.

Distribution of prior debt settlement shares and amendment of warrants pricing

Further to the company's news release dated Feb. 6, 2025, the company has issued 2,377,504 shares at a deemed price of seven cents per share to settle a total indebtedness of $166,425.30, to David Kol and certain service providers of the company. In addition, the company has received TSX-V approval to amend the share purchase warrant price from 15 cents to 12 cents, for the 1.23 million share purchase warrants related to the Dec. 31, 2024, non-brokered private placement.

Early warning disclosure

In accordance with the requirements of National Instrument 62-103, Mr. Kol has filed an early warning report related to his debt conversion of $71,280 to 1,018,286 shares as part of the February debt settlement. Prior to the February debt settlement, Mr. Kol owned 13,670,274 shares and 1,125,000 stock options, which represented approximately 14.6 per cent of the then shares outstanding on an undiluted basis and 12.8 per cent on a partially diluted basis, assuming the exercise of the 1,125,000 stock options. Following the February debt settlement, Mr. Kol will own 14,688,560 shares and 1,125,000 stock options, representing approximately 15.7 per cent of the shares outstanding on an undiluted basis and 13.7 per cent on a partially diluted basis, assuming the exercise of the 1,125,000 stock options.

Mr. Kol's conversion of the debt to the shares is for investment purposes. In the future, Mr. Kol will evaluate his investment in the company from time to time, and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements or otherwise.

A copy of the early warning report filed by Mr. Kol may be obtained under the company's profile on SEDAR+.

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.

We seek Safe Harbor.