Falcon Announces Proposed Spin-Out of Latamark Resources Corp.

Falcon Announces Proposed Spin-Out of Latamark Resources Corp.

Falcon Gold Corp. (TSXV:FG)(GR:3FA)(OTCQB:FGLDF); ("Falcon Gold" or the "Company") is pleased to announce its intention to spin-out (the "Spin-Out Transaction") its rights, title and interest in and to the option agreement dated January 5, 2021 between Falcon Gold, Esperanza Resources S.A. and Mr. Ivo Rojnica regarding certain mineral claims in Argentina (the "Esperanza Project") into a wholly-owned subsidiary of Falcon Gold, Latamark Resources Corp. ("Latamark

It is anticipated that the Spin-Out Transaction will be completed pursuant to a plan of Arrangement (the "Arrangement") and will be subject to TSX Venture Exchange, regulatory and court approval, as well as shareholder approval by not less than two-thirds of the votes cast at the annual general meeting (the "Meeting") of Falcon Gold shareholders expected to be held in July 2022. Full details of the Spin-Out Transaction will be included in the management information circular to be sent to Falcon Gold shareholders in connection with the Meeting. It is anticipated that Falcon Gold shareholders will be entitled to receive one common share of Latamark for every 3.5 common shares of Falcon Gold held as of the effective date of the Arrangement. No Falcon Gold options or warrants will entitle the holders to receive any shares or other convertible securities of Latamark, except to the extent such holders exercise such options or warrants, as the case may be, to acquire common shares of Falcon Gold prior to the effective date of the Arrangement. There will be no change in shareholders' holdings in Falcon Gold as a result of the Arrangement.

Following completion of the Arrangement, the board of directors of Latamark will initially be comprised of Karim Rayani and Fraser Rieche. The management team of Latamark will consist of Karim Rayani as Chairman and Chief Executive Officer, Geoff Balderson as Chief Financial Officer and Secretary. It is anticipated as Latamark develops there will be further additions to the senior management team.

The Spin-Out Transaction is designed to create value for Falcon Gold shareholders by allowing Latamark to focus exclusively on the activities required to exercise the option on the Esperanza Project, which comprises seven exploration concessions covering 11,072 hectares in the Sierra de Las Minas District of Argentina's southern La Rioja province. The Company also announces it will not be proceeding with the warrant repricing in connection with a property acquisition dated April 14, 2020 and announced April 21st

2022 based on TSX.V policy.

Falcon Gold's Chief Executive Officer Karim Rayani commented, "The spin-out of Latamark creates tremendous upside as we enhance shareholder value by leveraging Falcon's shareholder base and creating opportunity outside of North America, while preserving the share capitalization of Falcon. This will enable us to expand into new jurisdictions while Falcon can focus on its Canadian portfolio. We fully expect Latamark to become a platform for other exploration projects in the region adding to the value proposition. We look forward to an aggressive launch in South America.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any it U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Falcon Gold Corp.

Falcon is a Canadian mineral exploration company focused on generating, acquiring, and exploring opportunities in the Americas. Falcon's flagship project, the Central Canada Gold Mine, is approximately 20km southeast of Agnico Eagle's Hammond Reef Gold Deposit which has currently estimated 3.32 million ounces of gold (123.5 million tonnes grading 0.84 g/t gold) mineral reserves, and 2.3 million ounces of measured and indicated mineral resources (133.4 million tonnes grading 0.54 g/t gold). The Hammond Reef gold property lies on the Hammond shear zone, which is a northeast-trending splay off the Quetico Fault Zone ("QFZ") and may be the control for the gold deposit. The Central Gold property lies on a similar major northeast-trending splay of the QFZ.

The Company holds 9 additional projects: The Esperanza Gold/Silver/Copper mineral concessions located in La Rioja Province, Argentina, The Viernes Gold/Silver/Copper project in Antofagasta Chile, The Springpole West Property in the world-renowned Red Lake mining camp; a 49% interest in the Burton Gold property with Iamgold near Sudbury Ontario; and in B.C., the Spitfire-Sunny Boy, Gaspard Gold claims; and most recently the Great Burnt, Hope Brook, and Baie Verte acquisitions adjacent to First Mining, Matador, Benton-Sokoman's JV, and Marvel Discovery in Central Newfoundland.

CONTACT INFORMATION:

Falcon Gold Corp.

"Karim Rayani"

Karim Rayani
Chief Executive Officer, Director
Telephone: (604) 716-0551
Email: info@falcongold.ca

Cautionary Language and Forward-Looking Statements

This news release may contain forward looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

This news release may contain forward looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Falcon Gold Corp



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Falcon Commences Drilling At Its Great Burnt Copper Project, NL

Falcon Commences Drilling At Its Great Burnt Copper Project, NL

Falcon Gold Corp.(TSXV:FG)(3FA:GR)(OTCQB:FGLDF); ("Falcon" or the "Company") is pleased to report drilling has commenced at our Great Burnt Copper Project (the "Property") located in Central Newfoundland. The Company has completed 8kms of additional road to the drill site from the government access road which we share Benton Resources

Karim Rayani, Chief Executive Officer and director stated: "We are excited to have our inaugural drill campaign underway at our Great Burnt Project. The magnetic signature suggests that Falcon controls the northern extension of the same magnetic feature that Benton Resources has had recent success in drilling and sampling. We will be initially testing ten geophysical anomalies and will plan to extend the program once we receive the necessary government approvals."

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Falcon Mobilizes Drill Crews At Great Burnt Copper Project In Central Newfoundland

Falcon Mobilizes Drill Crews At Great Burnt Copper Project In Central Newfoundland

Falcon Gold Corp. (TSXV:FG)(GR:3FA)(OTCQB:FGLDF) ("Falcon" or the "Company") is pleased to report drill crews and equipment are now being mobilized to our Great Burnt Copper Project (the "Property") located in Central Newfoundland. The Company previously encountered delays earlier this spring due to high water levels in accessing the Property. The Company has now completed 3 km of additional road to the drill site from the government access road which we share with Benton Resources

Karim Rayani, Chief Executive Officer and director stated: "We are very excited to have mobilized drill crews and equipment for inaugural drill campaign at our Great Burnt Project. Falcon is perfectly situated in what is shaping up to be Newfoundland's highest-grade copper district. Drilling is set for testing up to ten geophysical anomalies initially with 1100 metres of drilling. An application for a secondary permit for an additional 2000m to 3000m is now ongoing."

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Falcon Reports the Status of Drill Program at Great Burnt Copper Project, Newfoundland

Falcon Reports the Status of Drill Program at Great Burnt Copper Project, Newfoundland

Falcon Gold Corp. (TSXV:FG)(GR:3FA)(OTCQB:FGLDF); ("Falcon" or the "Company") is pleased to report on the status of our inaugural drill program at its 100%-owned Great Burnt Copper Project (the "Property") located in Central Newfoundland. The Company encountered delays earlier this spring due to high water levels in accessing the Property. The Company had to apply for additional permits to build 8 km of additional road to access the drill site, which is anticipated to be completed by the end of the week. The Company will report the status once equipment can be mobilized to the site

Karim Rayani, Chief Executive Officer and director stated: "Falcon is opportunistically positioned in what is shaping up to be Newfoundland's highest-grade copper district. After a small setback in timing, we are nearly ready to commence operations at our 100%-owned Great Burnt Copper Project. We look forward to reporting back on the start date once confirmed. Scheduled drilling is testing up to ten geophysical anomalies with a maximum of 1100 metres of drilling."

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Falcon To Commence Drill Program At Great Burnt, NL

Falcon To Commence Drill Program At Great Burnt, NL

Falcon Gold Corp. (TSXV:FG)(GR:3FA)(OTCQB:FGLDF); ("Falcon" or the "Company") is pleased to announce that the Company is to commence drilling at its 100% owned Great Burnt Copper Project in Central Newfoundland. The Company plans to test up to ten geophysical anomalies with a maximum of 1100 metres of drilling

Falcon holds 2,275 hectares in the Great Burnt camp, with licenses located north of, and contiguous to, Benton Resources Inc. - Spruce Ridge Resources Ltd. Great Burnt Copper-Gold joint venture (see Figure 1). Benton Resources Inc. ("Benton") recently optioned the Great Burnt Copper-Gold Project from Spruce Ridge Resources Ltd. ("Spruce Ridge") in an agreement that allows Benton to earn a 70% interest in the property (see press release dated August 17, 2023). The Benton-Spruce Ridge property is host to the Great Burnt Copper Zone, a deposit with an indicated resource of 381,300 tonnes at 2.68% Cu and inferred resources of 663,100 tonnes at 2.10% Cu (https://www.spruceridgeresources.com/great-burnt.php). Recent drilling by Benton at the Great Burnt Copper Deposit reported drill results that returned 7.20% Cu, 7.12 g/t Ag, and 0.05% Co over 12.30 metres (see press release dated December 5, 2023). Previous drilling in 2020 by Spruce Ridge reported 8.06% Cu over 27.2 m (TSXV: SHL press release dated March 18, 2021).

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Falcon Hires Centreline for Great Burnt Drilling

Falcon Hires Centreline for Great Burnt Drilling

Falcon Gold Corp. (FG:TSXV)(3FA:GR)(FGLDF:OTCQB); ("Falcon" or the "Company") is pleased to announce that the Company has awarded a drilling contract to CentreLine Drilling of Newfoundland to conduct a diamond drilling program at its 100% owned Great Burnt Copper Project in Central Newfoundland. The Company initially plans to test up to ten geophysical anomalies with a maximum of 1100 metres of drilling. Falcon will provide further guidance on an estimated drill start date once logistics for the program are determined and remaining service providers are confirmed

Falcon holds 2,275 hectares in the Great Burnt camp, with licenses located north of, and contiguous to, Benton Resources Inc. - Spruce Ridge Resources Ltd. Great Burnt Copper-Gold joint venture (see Figure 1). Benton Resources Inc. ("Benton") recently optioned the Great Burnt Copper-Gold Project from Spruce Ridge Resources Ltd. ("Spruce Ridge") in an agreement that allows Benton to earn a 70% interest in the property (see press release dated August 17, 2023). The Benton-Spruce Ridge property is host to the Great Burnt Copper Zone, a deposit with an indicated resource of 381,300 tonnes at 2.68% Cu and inferred resources of 663,100 tonnes at 2.10% Cu (https://www.spruceridgeresources.com/great-burnt.php). Recent drilling by Benton at the Great Burnt Copper Deposit reported drill results that returned 7.20% Cu, 7.12 g/t Ag, and 0.05% Co over 12.30 metres (see press release dated December 5, 2023). Previous drilling in 2020 by Spruce Ridge reported 8.06% Cu over 27.2 m (TSXV: SHL press release dated March 18, 2021). The Great Burnt Greenstone Belt is prospective for copper and gold, and further hosts the South Pond A and South Pond B copper-gold zones, and the End Zone copper prospect along a 14 km mineralized corridor. The mineralized corridor occurs along a conductive trend, and this conductive trend continues into Falcon's Great Burnt Copper Property (see right-hand-side image in Figure 2). The presence of mineral occurrences within ground adjacent to Falcon's Great Burnt Copper Property cannot be used as an indication of mineralization within Falcon's property itself.

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Riverside Resources Announces the Launch of Blue Jay Resources and Its Ontario Gold Project Portfolio

Riverside Resources Announces the Launch of Blue Jay Resources and Its Ontario Gold Project Portfolio

Intention to Spinout Blue Jay in 2025

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce the completed transfer of its three key Ontario gold properties: Pichette, Oakes, and Duc to its wholly-owned subsidiary, Blue Jay Resources Inc ("Blue Jay"). This move lays the groundwork for Riverside's strategic plan to advance its Ontario portfolio by establishing Blue Jay as a standalone exploration company. Blue Jay can fully focus on the exploration, discovery, and value-creation potential that these assets deserve. This structure provides Riverside shareholders with exposure to potential gains, while also paving the way for capital investment aimed at unlocking value in these properties.

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Grande Portage Announces First Closing of Non-Brokered Private Placement -- Pursuant to the Listed Issuer Financing Exemption

Grande Portage Announces First Closing of Non-Brokered Private Placement -- Pursuant to the Listed Issuer Financing Exemption

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") is pleased to announce that it has completed a first closing of its non-brokered private placement previously announced on October 30, 2024 for the sale of 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption (the "LIFE Exemption") to purchasers resident in Canada, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. The Company has an offering document (the "Offering Document") related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com. Except for one US accredited investor, all other investors participating in the first closing subscribed for Units under the LIFE Exemption, and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period in Canada. However, the Units issued to the US accredited investor are subject to Rule 144 resale restrictions under applicable US securities laws and will bear a legend to that effect

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Two New Reduced Intrusive  Targets, Totalling Four, Identified at Tombstone Belt, Yukon - Gold Orogen, New Spin Co of Lode Gold

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Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce the results of our ongoing interpretation of data collected during the summer 2024 QMAGT survey.

Importantly, two additional RIRGS targets "Stingray" and "Camp" have been defined on the Golden Culvert property as a direct result of incorporating the new geophysical data with existing geochemical datasets. These new targets complement the RIRGS targets already identified (a total of four highly prospective RIRGS targets, namely "Border", "Steelhead", "Stingray" and "Camp") by Gold Orogen, subsidiary of Lode Gold, on its nearby WIN property.

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Element79 Gold Pushes Forward with Community and Regulatory Support for Lucero Project in Arequipa, Peru

Element79 Gold Pushes Forward with Community and Regulatory Support for Lucero Project in Arequipa, Peru

(TheNewswire)

Element79 Gold Corp.

Enhancing regional cooperation and advancing exploration milestones for long-term sustainability in Peruvian mining.

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Lode Gold Presents Strategic Initiatives and Exploration Plans at 121 Mining Investment Event in London, UK

Lode Gold Presents Strategic Initiatives and Exploration Plans at 121 Mining Investment Event in London, UK

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce its participation and exhibition at the upcoming 121 Mining Investment event in London, UK on November 14 and 15, 2024. This conference serves as a platform for mining company executives to connect with portfolio managers and analysts from institutional funds, private equity groups, and family offices.

As part of its marketing and outreach efforts for Fall 2024, the Company will be having stakeholder meetings in London, Stuttgart, Frankfurt, Paris and Zurich.

Potential investors should take note of the upcoming catalysts:

  • New Brunswick: Planned Q1 2025 Drilling upon systematic exploration: geophysics, soil sampling, mapping, geochemistry. Completed 1600 soil samples, analysis in progress. Excalibur Mag work in progress.
  • Yukon: Plan to follow-up drilling on newly identified RIRGS targets on Tombstone Belt upon field work and detailed mapping.
  • California:
    • Q4 2024 Revised NI 43-101 MRE (updating 2023 MRE 1 Moz (M&I) + 2 Moz (Inf) and investigating high grade underground potential)
    • Brownfield project: Previously mined at 8 gpt, over 43,000 m drilled, step out holes hit structure (up to 1200 m). Only 11% of veins (2 out of 7 deposits) exploited. PEA 2023: NPV: USD $371M(5%) at $2000 /oz Au.
    • Technical assessments: 23 km underground workings, possibility for a zero- emission mine.
    • 4500 m Drill Plan to confirm high-grade underground potential at orogenic deposit with good continuity and structural control (stepout holes hit structure, up to 1200 m). Targeting 2 Moz at 5 g/t Au (with 3 g/t cut off) resource.

Lode Gold and the team invite interested investors and stakeholders to contact us and schedule an in-person meeting to learn about upcoming catalysts, the upcoming shareholder spinoff, and the exploration plans for 2024-2025. For more details, visit our website at www.lode-gold.com.

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of the Tombstone Gold Belt. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike within 420km2. Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. The Fancamp's Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. Previous exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and mostly focused on the base metals - the Company is the first to focus on and assay for gold. This transaction will close upon Exchange's acceptance.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment ("PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-320-4388

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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Zodiac Gold Enters into Market-Making Services Agreement

Zodiac Gold Enters into Market-Making Services Agreement

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, ") is pleased to announce it has entered into a Market-Making Services Agreement (the "Agreement") with Velocity Trade Capital Ltd. ("Velocity Trade") on September 3, 2024, to provide market-making services in accordance with TSX Venture Exchange ("TSXV") policies and applicable laws. Velocity Trade will trade common shares in the capital of the Company (the "Common Shares") of the Company on the TSXV with the objective of maintaining a reasonable market and improving the liquidity of the Company's Common Shares.

Under the Agreement, Velocity Trade will receive compensation of CDN$6,500 per month, payable monthly in advance. The Agreement is for an initial term of two (2) months and automatically renews for one (1) month periods ("Additional Term") unless either party provides written notice of termination to the other party thirty (30) days prior to the end of the Additional Term. There are no performance obligations contained in the Agreement, and Velocity Trade will not receive Common Shares, stock options, or any other form of equity in the Company as compensation. Velocity Trade and the Company are arms-length parties, and Velocity Trade and its principals do not currently own or have any interest, directly or indirectly, in the securities of the Company, however, Velocity Trade and its clients may acquire an interest in the securities of the Company in the future.

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