Mr. David Kol reports

ZODIAC GOLD ANNOUNCES LIFE OFFERING OF UP TO C$4.0 MILLION TO FUND A DRILL PROGRAM AT BEN BEN AND ACCELERATE RESOURCE DISCOVERY

Zodiac Gold Inc. has arranged a non-brokered offering of up to 20 million units of the company at a price of 20 cents per unit for gross proceeds of up to $4-million. Each unit will consist of: (i) one common share of the company; and (ii) one-half of one non-transferable common share purchase warrant. Each warrant will be exercisable for a period of 36 months from the closing date (as defined herein) and will entitle the holder thereof to purchase one additional common share at an exercise price of 30 cents per warrant share if duly exercised on or before the date that is 36 months following the closing date.

The LIFE offering will be completed pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions.

Proceeds from the LIFE offering will be used primarily to finance a diamond drilling program at the company's Ben Ben target, aimed at expanding resource development and building on the company's recent discovery success at Arthington, within the broader Todi gold project in Liberia, and for other exploration activities, technical studies and general working capital. The planned drill program at Ben Ben is designed to systematically expand known mineralization, test priority targets along strike and at depth, and advance the project toward resource definition. Management believes Ben Ben represents a scalable discovery opportunity with the potential to materially enhance the company's valuation through continued exploration success.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the units sold pursuant to the LIFE offering will be offered in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption. Subject to the rules and policies of the TSX Venture Exchange, the securities issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the LIFE offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the TSX-V.

In parallel, the company is advancing an updated NI 43-101 technical report, currently being written by Dr. John Arthur, a highly respected geologist with extensive experience across West Africa and multiple globally significant gold systems. The updated technical report is expected to incorporate recent exploration results, refined geological interpretations, an NI 43-101-compliant resource at its Arthington target and clearly defined priority targets. Management believes this work will provide a strong technical foundation for continued resource growth and support a meaningful valuation rerating as drilling progresses.

Brett Richards, a newly appointed member of the company's advisory board, has committed to subscribing for $200,000 of units in the LIFE offering, In addition certain insiders of the company are expected to participate in the LIFE offering, making the LIFE offering a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holdings in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company's shares are currently listed only on the TSX-V and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). The material change report in connection with the LIFE offering is not expected to be filed 21 days in advance of the closing of the LIFE offering for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the LIFE offering are not expected to be finalized until shortly before the closing of the LIFE offering.

There is an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

It is expected that closing of the LIFE offering will take place in tranches, with the final closing to occur not later than Feb. 26, 2026, or such other date(s) as may be determined the company. Closing of the LIFE offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX-V.

The company anticipates paying finder's fees in connection with the LIFE offering to certain eligible finders who introduce investors to the company. Any commissions or finders' fees payable will be in accordance with the policies of the TSX-V.

About Zodiac Gold Inc.

Zodiac Gold is a West African gold exploration company focused on its flagship Todi gold 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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