Mr. David Kol reports

ZODIAC GOLD ANNOUNCES UPSIZING OF NON-BROKERED PRIVATE PLACEMENT

Due to investor demand, Zodiac Gold Inc. has upsized its previously announced non-brokered private placement on Feb. 6, 2025, from $1-million to approximately $1,107,926.

The proceeds from the financing will be used to advance the company's exploration activities, support corporate development initiatives and for general working capital purposes. The company anticipates closing the private placement by the end of April, 2025, subject to final regulatory approvals and customary closing conditions.

David Kol, chief executive officer of Zodiac Gold, commented: "The upsizing of this financing reflects the growing confidence in Zodiac Gold's vision and the strength of our upcoming exploration strategy. We are grateful for the continued support from both existing and new investors and look forward to delivering on our growth objectives."

Insider participation

An insider participated in the offering and subscribed for an aggregate of 535,714 units for a total of approximately $37,500. 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 (MI 61-101). 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 does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report with respect to the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

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 and iron ore deposits. Strategically positioned along the fertile Todi shear zone, Zodiac Gold is developing a district-scale gold opportunity with additional iron ore potential, covering a vast 2,316-square-kilometre land package. The Todi gold project has undergone derisking, showcasing proven gold occurrences at both surface and depth, with five drill-ready targets, of which two have been drilled and high-grade gold intercepts.

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