Mr. David Kol reports

ZODIAC GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND BEGINS MOBILIZATION FOR INFILL PROGRAM

Further to the company's news release dated Feb. 6, 2025, Zodiac Gold Inc. has closed a first tranche of its $1-million non-brokered private placement for gross proceeds of approximately $404,310. The net proceeds of the offering will be used to mobilize and launch the company's phase 3 infill drill program at the Arthington target, advance exploration across the company's three exploration licences, and for general working capital purposes.

David Kol, chief executive officer, commented: "The successful closing of this first tranche is a key milestone as we accelerate our phase 3 infill drill program at the Arthington target. This funding allows us to advance exploration across our licences, bringing us closer to unlocking the full potential of our Todi project. We remain committed to delivering results that create long-term value for our shareholders."

Pursuant to the first tranche closing of the offering, the company issued 5,775,857 units of the company at a price of seven cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant issued in the first tranche entitles 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 first tranche.

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.

Insider participation

An insider participated in the offering and subscribed for an aggregate of 642,857 units for a total of approximately $45,000. Such participation is considered a related party transaction, as defined under the policies of the TSX Venture Exchange 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 concerning 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 expeditiously.

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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