Mr. David Kol reports

ZODIAC GOLD ANNOUNCES EXTENSION OF NON-BROKERED PRIVATE PLACEMENT

Zodiac Gold Inc. has received an extension from the TSX Venture Exchange with respect to the duration of its previously announced non-brokered private placement on Feb. 6, 2025. The outside date of the offering has been extended until April 14, 2025. The net proceeds of the offering will be used to launch the company's phase III infill drill program at the Arthington target, advance exploration across the company's three exploration licences and for general working capital purposes.

The terms of the offering remain the same, with the company intending to issue up to 14,285,715 units at a price of seven cents per unit (the issue price) for gross proceeds up to $1,000,000.05. 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.

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 the applicable TSX Venture Exchange policies.

Finders' fees

Finders' fees may be paid in connection with the offering to finders as determined by mutual agreement between the company and the finders, subject to the approval of the TSX-V. The finder's fee shall consist of a cash fee of up to 7.0 per cent of the gross proceeds of the offering raised by the finder and up to 7.0 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.

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 (MI 61-101). The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Section 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 for the consideration to be paid by such directors 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 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.