Zodiac Gold Announces Closing of First Tranche of Non-Brokered Private Placement

Zodiac Gold Announces Closing of First Tranche of Non-Brokered Private Placement

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that, further to the Company's news release dated November 20, 2024, it has closed its first tranche of its previously announced private placement (the "Offering") for gross proceeds of approximately C$123,000 (the "First Tranche"). The net proceeds of the First Tranche will be used for exploration of the Company's Todi gold project and for working capital purposes.

Pursuant to the First Tranche closing of the Offering, the Company issued 1,230,000 units of the Company (each a "Unit") at a price of C$0.10 per Unit. Each Unit consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a "Warrant Share") at a price of C$0.15 per Warrant Share until the date which is 24 months following the closing date of the First Tranche of the Offering.

The Company paid finder's fees to certain finders, consisting of a cash fee of C$1,400 and 10,400 finder warrants (the "Finder Warrants") pursuant to the First Tranche. Each Finder Warrant entitles the holder to acquire one Common Share at a price of C$0.15 per share for a period of 24 months from the date of issuance.

All securities issued pursuant to the First Tranche closing of 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 closing of the First Tranche of the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

The Company also announces that it has received TSX Venture Exchange ("TSXV") approval to extend the closing of the Offering until January 30, 2025. The Company expects to close the balance of the Offering on or before January 30, 2025.

Insider Participation

An insider participated in the Offering and subscribed for an aggregate of 100,000 Units for a total of approximately C$10,000. Such participation is considered to be a "related party transaction" as defined under the policies of the TSXV 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% 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 Offering in an expeditious manner.

Shares for Debt Settlement

In addition, the Company intends to settle an aggregate of C$166,425.30 owing to certain Director and service providers of the Company, including David Kol (Director and Chief Executive Officer), by issuing a total of 1,664,253 Common Shares to them at a price of C$0.10 per share. The amounts owing represent unpaid fees for services and expenses previously provided to the Company, as well as cash advances that have been previously provided to the Company to fund certain short-term working capital expenditures. The Company is proposing to complete these settlements to preserve cash to fund future operations. The disinterested members of the Company's board of directors believe that the debt settlements are in the best interests of the Company and have unanimously approved them. Completion of the debt settlements is subject to the receipt of all necessary TSXV approvals.

Because insiders will be participating in the debt settlement, it is considered to be a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying 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 neither the fair market value of the Common Shares to be issued to the participating insiders nor the consideration received from them exceeds 25% of the Company's market capitalization.

About Zodiac Gold

Zodiac Gold Inc. (TSXV: ZAU) 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 deposits. Strategically positioned along the fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold opportunity covering a vast 2,316 km2 land package. The project has undergone de-risking, showcasing proven gold occurrences at both surface and depth, with five drill-ready targets and high-grade gold intercepts.

For further information, please visit the Zodiac Gold website at www.zodiac-gold.com or contact:

David Kol
President & CEO
info@zodiac-gold.com

Forward-Looking Information

This news release includes certain "forward-looking statements" within the meaning of Canadian securities legislation.

Forward-looking statements include predictions, projections, and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "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. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Company's planned exploration programs and drill programs and potential significance of results are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company's expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital, and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials, and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events, or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate, and accordingly readers are cautioned not to place undue reliance on forward-looking statements.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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.

NOT FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235988

News Provided by Newsfile via QuoteMedia

ZAU:CC
The Conversation (0)
Zodiac Gold

Zodiac Gold

Advancing a district-scale West African gold discovery in a stable, mining-friendly jurisdiction

Zodiac Gold Announces New $1M Financing, and Amends Previously Announced Debt Settlement

Zodiac Gold Announces New $1M Financing, and Amends Previously Announced Debt Settlement

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, announces further to the Company's news releases dated November 20, 2024, and January 3, 2025, it has closed its private placement for gross proceeds of approximately C$123,000 with no further... Keep Reading...
Zodiac Gold Inc. Announces High-Grade Channel Sample Results at the Todi Gold Project in Liberia

Zodiac Gold Inc. Announces High-Grade Channel Sample Results at the Todi Gold Project in Liberia

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce channel sample results of 17m at 1.09 gt Au and 1.17m at 18.79 gt Au from the Alasala and Alasala South targets respectively. The targets are 3km apart (Figure 1) and... Keep Reading...
Zodiac Gold Terminates Exclusivity Agreement with Mable and Fable Limited to Pursue Multiple Strategic Opportunities and Announces Up To C$500,000 Shareholder-Led Private Placement

Zodiac Gold Terminates Exclusivity Agreement with Mable and Fable Limited to Pursue Multiple Strategic Opportunities and Announces Up To C$500,000 Shareholder-Led Private Placement

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, announces that it has terminated the exclusivity agreement previously entered into with Mable and Fable Limited ("MFL") on September 26, 2024, due to MFL's failure to satisfy their funding... Keep Reading...
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... Keep Reading...
Zodiac Gold Completes Drill Program at the Alasala Target and Hits Mineralized Zones including 4.05m at 13.92 g/t

Zodiac Gold Completes Drill Program at the Alasala Target and Hits Mineralized Zones including 4.05m at 13.92 g/t

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to report the results from its diamond drilling program at the Alasala target, including 4.05m at 13.92 gt (including 1.6m at 34.5 gt Au), 7m at 2.23 gt Au (including 1m at 12.65 gt... Keep Reading...
Geological Breakthrough at Antimony Canyon Patented Claims

Geological Breakthrough at Antimony Canyon Patented Claims

Trigg Minerals (TMG:AU) has announced GEOLOGICAL BREAKTHROUGH AT ANTIMONY CANYON PATENTED CLAIMSDownload the PDF here. Keep Reading...
Locksley Resources Limited  Produces High Grade Antimony Concentrate

Locksley Resources Limited Produces High Grade Antimony Concentrate

Perth, Australia (ABN Newswire) - Locksley Resources Ltd (ASX:LKY,OTC:LKYRF) (FRA:X5L) (OTCMKTS:LKYRF) is pleased to provide an update on the rapidly advancing metallurgical test work program being conducted on surface samples collected from the Desert Antimony Mine (DAM) Prospect. Highlights -... Keep Reading...
Heliostar Metals to Present at the Metals & Mining Virtual Investor Conference October 9, 2025

Heliostar Metals to Present at the Metals & Mining Virtual Investor Conference October 9, 2025

Heliostar Metals (TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1) (" Heliostar " or the " Company ") is pleased to announce that it is participating in the Metals & Mining Virtual Investor Conference hosted by VirtualInvestorConferences.com on October 9, 2025. Vice President Investor Relations &... Keep Reading...
Prince Silver Corp. to Present at the Metals & Mining Virtual Investor Conference October 9th

Prince Silver Corp. to Present at the Metals & Mining Virtual Investor Conference October 9th

Prince Silver Corp. ("Prince" or the "Company") (CSE: PRNC, OTCQB: PRNCF) based in Vancouver, and focused on advancing the past producing Prince Silver Project in Nevada, today announced that Ralph Shearing, President & Director, will present live at the Metals & Mining Virtual Investor... Keep Reading...
Sranan Gold Samples Up To 26.7 Grams Per Tonne Gold in The Poeketi Pit Area of The Tapanahony Project in Suriname

Sranan Gold Samples Up To 26.7 Grams Per Tonne Gold in The Poeketi Pit Area of The Tapanahony Project in Suriname

Sranan Gold Corp. (CSE: SRAN) (FSE: P84) (Tradegate: P84) ("Sranan" or the "Company") announces additional high-grade results with highlight values of 26.7 grams per tonne (gt) and 25.8 gt gold from grab samples taken from the Poeketi target at the 29,000-hectare Tapanahony Project in Suriname... Keep Reading...
Cartier Cuts 35.5 g/t Au over 0.5 m and 20.4 g/t Au over 0.5 m at Main ; Confirms Near-Surface High-Grade Gold Potential; Advances Toward VG10 Zone

Cartier Cuts 35.5 g/t Au over 0.5 m and 20.4 g/t Au over 0.5 m at Main ; Confirms Near-Surface High-Grade Gold Potential; Advances Toward VG10 Zone

Cartier Resources Inc. (″ Cartier ″ or the ″ Company ″) (TSXV: ECR,OTC:ECRFF; FSE: 6CA) is pleased to announce the second batch of results from Main Sector and more precisely, the VG9 Zone, from the fully funded 100,000-m drilling program (2 drill rigs) on its 100%-owned Cadillac Project,... Keep Reading...

Latest Press Releases

Related News