Mr. David Kol reports

ZODIAC GOLD ANNOUNCES CLOSING OF UPSIZED NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$5.6 MILLION

Zodiac Gold Inc. has closed its non-brokered private placement (announced on June 4, 2026, June 9, 2026, and June 17, 2026) of 16 million units at a price of 35 cents per unit, for gross proceeds of $5.6-million.

The offering closed on an oversubscribed basis due to strong investor demand and remains subject to final approval of the TSX Venture Exchange. The net proceeds of the offering will be used to expand the drill program at the Todi gold project, to advance exploration across the company's exploration licences and for working capital purposes. All securities issued are subject to a hold period of four months and one day from the date of issuance.

Zodiac Gold's chief executive officer, David Kol, commented: "We are grateful for the continued confidence and support from our shareholders. With this successful upsized financing, Zodiac Gold now has approximately $9-million in the treasury, providing us with substantial financial flexibility to accelerate exploration at Todi. This positions us to pursue an aggressive, fully funded program focused on expanding mineralization along strike, infilling key zones and testing depth extensions across multiple targets. We believe Todi has the potential to host a significant gold system and we are entering one of the most exciting phases in the company's history."

Details of the offering

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one common share for a period of 24 months from the date of issuance (subject to acceleration), at an exercise price of 54 cents per share.

The warrants include an acceleration feature: if, after four months following the issuance of the warrants, the 30-day volume weighted average share price exceeds 65 cents, the company shall provide notice accelerating the expiry date. Upon receipt of such notice, holders will have 30 days to exercise their warrants, after which any unexercised warrants will expire at 4 p.m. Vancouver time on the specified date.

In connection with the offering, the company entered into finder's fee agreements with Haywood Securities Inc., Canaccord Genuity Corp. and Richardson Wealth Ltd. (RWL). Finders' fees consisted of cash fees calculated as a percentage of the gross proceeds raised from subscribers introduced by the applicable finders and, where applicable, non-transferable compensation warrants calculated as a percentage of the units issued to those subscribers. The company paid finders' fees as follows: $77,665 and 221,900 compensation warrants to Canaccord; $61,936 and 176,960 compensation warrants to Haywood; and $4,001.20 in cash only to RWL.

Each compensation warrant entitles the holder thereof to purchase one common share at an exercise price of 35 cents for a period of 24 months from the date of issuance. The compensation warrants and the common shares issuable upon the exercise of the compensation warrants are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring four months and one day from the date of issuance of the compensation warrants.

Insider participation

An insider participated in the closing of the offering and subscribed for an aggregate of 55,399 units for a total of $19,389.65. 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 does 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 offering, which the company deems reasonable in the circumstances in order to complete the 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 gold project 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 returned high-grade gold intercepts.

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