Zodiac Gold Announces Closing of Second Tranche of Non-Brokered Private Placement and Further Upsizing of Private Placement

Zodiac Gold Announces Closing of Second Tranche of Non-Brokered Private Placement and Further Upsizing of Private Placement

Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that it has closed the second tranche of its private placement (the "Offering") for gross proceeds of approximately CAD$506,560.00 (the "Second Tranche"), as previously announced on May 6, May 23, and June 25, 2024. The Company intends to use the net proceeds from the Offering to continue exploration and drilling at its flagship Todi Gold Project in the Republic of Liberia, West Africa and for working capital purposes.

In the Second Tranche the Company issued 5,065,600 units of the Company (the "Units") at a price of CAD$0.10 per Unit. Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") at a price of CAD$0.20 per Warrant Share for a period of 24 months following the closing date of the Second Tranche.

The Company paid finder's fees to certain finders, consisting of a cash fee of $17,150 and 171,500 finder warrants (the "Finder Warrants") pursuant to the Second Tranche. Each Finder Warrant entitles the holder to acquire one Unit at a price of CAD$0.10 per share for a period of 24 months from the date of issuance. Each Finder Warrant is comprised of one Common Share and one Warrant.

Due to increased demand, the Company has further increased the size of the Offering from CAD$1.2 million to CAD$1.4 million, which is subject to TSXV approval. The Company expects to close on the balance of the Offering on or before July 15, 2024.

All securities issued pursuant to the Second Tranche, 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 Second Tranche. The Offering remains subject to TSXV final approval.

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.

Insider Participation

Certain directors of the Company have acquired Units under the Offering. 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 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 Units acquired by the participating directors nor the consideration to be paid by such directors exceeds 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 Second Tranche, which the Company deems reasonable in the circumstances in order to close the Offering in an expeditious manner.

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/215679

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

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

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The Company concluded a drilling program consisting of 8 holes at the Alasala target in October 2024 and reported results including 4.05m at 13.92 g/t (including 1.6m at 34.5 g/t Au), 7m at 2.23 g/t Au (including 1m at 12.65 g/t Au) and 4.25m at 0.99 g/t Au (including 0.7m at 5.25 g/t Au). Channel samples taken in the Lion Hill artisanal pit during the drilling program returned 6.05m at 9.06 g/t Au, including 1m at 46 g/t Au, reinforcing the high-grade potential of the Alasala target (press release dated October 28, 2024).

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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.

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By terminating the exclusivity agreement, the Company is now free to pursue multiple strategic opportunities (including partnerships, joint ventures and financings) that have emerged since the announcement of its recent iron ore discovery. Following that announcement, Zodiac Gold has received substantial interest from multiple parties regarding these high-potential assets. The Company intends to evaluate these opportunities with a view towards identifying how to best leverage its iron ore assets in one or more transactions that will maximize shareholder value. In parallel, Zodiac Gold intends to continue to build on the exploration success of its recently completed Alasala and Arthington drilling programs at its Todi Project.

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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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  • Auld Creek hosts an inferred resource contained within two mineralized shoots, Bonanza and Fraternal, which outcrop at surface. Recent drilling has increased the vertical extent of the resource from 160m to 300m and increased the strike length from 350m to 620m. The resource remains open in all directions, with every drill hole intersecting the structure.

  • Highlighted assay results show:
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      • Including 5m @ 11.1 g/t AuEq1 (7.0g/t Au & 1.0% Sb)

    • ACDDH039: 17m @ 9.8 AuEq1 (3.6g/t Au & 1.5% Sb) from 155m depth
      • Including 10m @ 15.3 g/t AuEq1 (5.0g/t Au & 2.4% Sb)

  • Two rigs are currently drilling at Auld Creek, testing the Bonanza shoot in the north and the Fraternal shoot in the south. Surface soil geochemistry has confirmed the system can be traced over a 2.5km strike length.

  • The drilling program at the first Cumberland target, Gallant, has concluded after sixteen drill holes. Initial results were encouraging, identifying three correlated mineralized quartz veins; however, these have not demonstrated continuity on a larger scale due to structural complexity.

  • Regional Program: VRIFY AI modelling has guided target generation for regional exploration work >30km south of Reefton at Bell Hill (refer to Figure 6). Initial surface rock-chip sampling of outcropping quartz veins returned grades of 14.2 g/t and 14.3g/t Au. September 8, 2025

Rua Gold Inc. (TSXV: RUA,OTC:NZAUF) (OTCQB: NZAUF) (WKN: A40QYC) ("Rua Gold" or the "Company") is pleased to provide an update on its ongoing drilling campaign at the Reefton Project, located on the South Island of New Zealand. The Company reports additional high-grade gold-antimony intersections, identified 270 meters north along strike of the current resource estimate.

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