Zodiac Gold Announces Final Closing of Oversubscribed Non-Brokered Private Placement and Shares for Debt Settlement

Zodiac Gold Announces Final Closing of Oversubscribed Non-Brokered Private Placement and Shares for Debt Settlement

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 third and final tranche of its non-brokered private placement (the "Offering"). The Company originally planned to raise gross proceeds of $1,000,000 under the Offering, but due to increased investor demand, the Company subsequently increased the size of the Offering twice and completed it for total gross proceeds of CAD$1,348,647. The Company intends to use the net proceeds to continue exploration and drilling at its flagship Todi Gold Project, and for working capital purposes. The Company is also pleased to announce that, in order to preserve its cash resources, it intends to settle an aggregate of CAD$215,555.50 owing to certain directors, officers and service providers of the Company by issuing a total of 2,155,555 Common Shares to them at a price of CAD$0.10 per share.

Closing of Offering

In the third tranche of the Offering the Company issued 5,403,470 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 third tranche.

The Company paid finder's fees to certain finders, consisting of a cash fee of $35,910 and 359,100 finder warrants (the "Finder Warrants") pursuant to the third tranche. Each Finder Warrant entitles the holder to acquire one Unit at a price of CAD$0.10 per Unit for a period of 24 months from the date of issuance. Each Unit from the exercise of a Finder Warrant is comprised of one Common Share and one Warrant.

All securities issued pursuant to 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 issuance. 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.

Shares for Debt Settlement

The Company has entered into agreements to settle an aggregate of CAD$215,555.50 owing to certain directors, officers and service providers of the Company, including David Kol (director and Chief Executive Officer) and Peter Granata (Chief Financial Officer) by issuing a total of 2,155,555 Common Shares to them at a price of CAD$0.10 per share. The amounts owing represent accrued and unpaid fees for services previously provided to the Company as well as cash advances that have previously been 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/218041

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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

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 tranches closed. The Company will commence a new offering of units for C$0.07 per unit for aggregate gross proceeds of up to C$1,000,000 (the "New Financing").

In connection with the end of the previous financing and the commencement of the New Financing, the Company also intends to amend the exercise price of the 1,230,000 share purchase warrants issued pursuant to the previous financing from C$0.15 per share to C$0.12 per share. The proposed amendment is subject to the receipt of all necessary approvals from the TSX Venture Exchange ("TSXV").

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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 are included in the Company's extensive pipeline of targets within its Mineral Exploration Licenses covering over 2,300km2.

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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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.

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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 obligations under the agreement.

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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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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Locksley Resources Limited  Advances Antimony Supply Strategy

Locksley Resources Limited Advances Antimony Supply Strategy

Perth, Australia (ABN Newswire) - Locksley Resources Ltd (ASX:LKY,OTC:LKYRF) (FRA:X5L) (OTCMKTS:LKYRF) is pleased to advise it has moved to secure additional beneficiated ore supply to complement development of its Desert Antimony Mine at Mojave, California. This initiative forms part of the Company's broader mine to market strategy targeting supply for the U.S. defense and energy markets, while also strengthening the commercial pathway for its DeepSolv(TM) processing technology being developed with Rice University.

Highlights

- Locksley seeks to strengthen the commercial pathways for DeepSolv(TM) processing method, by entered into a Non-Binding Heads of Agreement with EV Resources Limited (EVR) to purchase EVR's Antimony material via an Ore Sales Agreement

- Availability of 3rd party material is a key element for the development of DeepSolv(TM) and access to the USD $1bn+ domestic US Antimony market

- Expands and diversifies ore feedstock available for the processing development and downstream validation being conducted by Rice University on the DeepSolv(TM) product

- Enables Locksley to integrate both domestic ore from Mojave and additional North American supply into U.S. refining, accelerating the availability of critical materials

- Access to multiple ore supplies is complementary to the development of the Desert Antimony Mine at Mojave and advances Locksley's strategy of providing domestic security of USA antimony supply necessary for defence security

- Will provide priority access to antimony samples from EV Resources' Los Lirios operations for Rice University DeepSolv(TM) testwork, promoting a diversified and resilient North American supply chain

- Contingent on Locksley and EVR successfully negotiating a binding Antimony Ore Sales Agreement and subject to EVR shareholder approval, Locksley will make a strategic investment of A$0.75 million in EV Resources Limited (ASX:EVR)

Strategic Rationale: DeepSolv(TM) Processing Pathway

The securing of EVR beneficiated ore will underpin Locksley's ability to accelerate deployment of DeepSolv(TM), a proprietary solvometallurgical process developed with Rice University, by ensuring additional steady and diverse feedstock supply. This strengthens the Company's position to:

- Provide immediate beneficiated ore supply to complement Mojave ore and bridge U.S. requirements until domestic mining commences

- Validate the DeepSolv(TM) process across multiple ore types, ensuring resilience and efficiency in downstream refining

- Secure 3rd party material as a key element for establishing the scale of DeepSolv(TM) and access to the USD $1bn+ domestic US Antimony market

- Advance production of defense-grade and energy-grade antimony products for U.S. applications

- Demonstrate to U.S. Government stakeholders the practical delivery of non-Chinese feedstock through advanced U.S.-based processing

- Position Locksley as a leading partner in reshaping North American supply chains for critical minerals

Strategic Locksley Investment and Ore Sales Agreement

LKY and EVR have entered into a non-binding Heads of Agreement. Contingent upon LKY and EVR entering into a binding Ore Sales Agreement, and subject to EVR shareholder approval,

LKY will make a strategic investment of A$0.75 million. This agreement provides a framework for EVR to supply antimony concentrate from its Los Lirios operations to Locksley, with the following key points:

- Purpose: The Agreement sets out the non-binding commercial framework under which EVR and LKY will cooperate to establish a strategic relationship for material testwork and develop production and value creation.

- Testing and Validation: EVR will send representative samples of ore to Locksley's refining facility to test and confirm ore properties and processing viability.

- Pathway to Binding Agreement: The parties will seek to enter into a binding Ore Sales Agreement which will set out the commercial framework for a long-term supply partnership, with an initial focus on offtake to support downstream processing studies.

- Mutual Strategic Benefit: The cooperation secures a potential long-term customer for EVR's concentrate while reinforcing Locksley's access to a secure supply of antimony for its proprietary refining technology.

Pat Burke, Chairman of Locksley Resources, commented:

"This agreement potentially strengthens our mine-to-market strategy by complementing our Mojave development with additional concentrate supply from EVR. By securing nearshore feedstock alongside our fast-tracked mining plans in California, Locksley will be well positioned to accelerate the U.S. return to domestic antimony processing. With Rice University's support and the deployment of our DeepSolv(TM) technology, our pathway demonstrates that Locksley is assembling the resources, partnerships, and technology to ensure secure, scalable, and independent antimony supply for the United States."



About Locksley Resources Limited:

Locksley Resources Limited (ASX:LKY,OTC:LKYRF) (OTCMKTS:LKYRF) (FRA:X5L) is an ASX-listed explorer focused on critical minerals in the United States of America. The Company is actively advancing exploration across the Mojave Project in California, targeting rare earth elements (REEs) and antimony. Locksley Resources aims to generate shareholder value through strategic exploration, discovery and development of critical minerals for U.S.

Mojave Project

Located in the Mojave Desert, California, the Mojave Project comprises over 240 claims across two contiguous prospect areas, namely, the North Block-Northeast Block and the El Campo Prospect. The North Block directly abuts claims held by MP Materials, while El Campo lies along strike of the Mountain Pass Mine and is enveloped by MP Materials' claims, highlighting the strong geological continuity and exploration potential of the project area.

In addition to rare earths, the Mojave Project hosts the historic "Desert Antimony Mine", which last operated in 1937. Despite the United States currently having no domestic antimony production, demand for the metal remains high due to its essential role in defense systems, semiconductors, and metal alloys. With surface samples grading up to 46% Sb as well as silver up to 1,022 g/t Ag, the Desert Mine prospect represents one of the highest-grade known antimony occurrences in the U.S.

Locksley's North American position is further strengthened by rising geopolitical urgency to diversify supply chains away from China, the global leader in both REE & antimony production. With its maiden drilling program planned, the Mojave Project is uniquely positioned to align with U.S. strategic objectives around critical mineral independence and economic security.

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Lode Gold Secures MSHA Property ID for Fremont Gold Mine; Advances Reactivation of Historic California Gold Operation

Lode Gold Secures MSHA Property ID for Fremont Gold Mine; Advances Reactivation of Historic California Gold Operation

Lode Gold Resources Inc (TSXV: LOD,OTC:LODFF) (OTCQB: LODFF) ("LOD.V" and "Lode Gold") and its wholly owned subsidiary Fremont Gold LLC ("Freemont"), have successfully completed the transfer of the Mine Safety and Health Administration ("MSHA") property MSHA individual identification number ("MIIN") for its wholly owned Pine Tree Josephine Mine.

This is a critical step toward reviving one of California's most historically significant gold operations. Fremont is now in active discussions with prospective partners and investors to align the right technical, operational, and financial resources to bring the Pine Tree Josephine Mine ("Freemont Mine") back into production in a safe, sustainable, and profitable manner.

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