Mr. David Kol reports

ZODIAC GOLD ANNOUNCES FINAL CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Zodiac Gold Inc. has closed the second and final tranche of its non-brokered private placement pursuant to its news release dated Feb. 6, 2025. The company originally planned to raise gross proceeds of $1-million under the offering, but, due to increased investor demand, the company subsequently increased the size of the offering to 16,470,380 units and completed it for total gross proceeds of $1,152,926.62. The company intends to use the net proceeds to continue exploration and drilling at its flagship Todi gold project and for working capital purposes.

David Kol, chief executive officer of Zodiac Gold, commented: "We are extremely pleased with the strong investor support shown through this oversubscribed financing, which exceeded our original target. The proceeds will allow us to advance drilling at the Todi gold project, where we continue to see strong indications of high-grade gold potential. With the backing of insiders, as well as new and existing shareholders, we remain committed to unlocking the district-scale opportunity that Todi represents."

Closing of offering

The company closed the offering with the issuance of 16,470,380 units 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 entitles the holder thereof to acquire one common share at a price of 12 cents per warrant share for a period of 24 months following the closing date of each tranche. The company issued 16,470,380 common shares and 16,470,380 warrants for the offering for total gross proceeds of $1,152,926.62.

On March 18, 2025, the company closed the first tranche of the offering, issuing 5,775,857 common shares and 5,775,857 warrants for gross proceeds of $404,310.01. On May 5, 2025, the company completed the second tranche with the issuance of 10,694,523 common shares and 10,694,523 warrants for the gross proceeds of $748,616.61. No finders' fees were paid in connection with this offering.

All securities issued pursuant to 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 issuance. The offering remains subject to TSX Venture Exchange's final approval.

Insider participation

An insider participated in the second tranche closing of the offering and subscribed for an aggregate of 535,714 units for a total of $37,499.98. Such participation is considered to be 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 in respect of the related-party transaction at least 21 days before the closing of the first tranche closing of the offering, which the company deems reasonable in the circumstances to complete the first tranche closing of 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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