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.

David Kol, President & CEO of Zodiac Gold, commented: "The decision to terminate the agreement was not taken lightly, but it is imperative that we remain agile and open to evaluating all potential opportunities. The newly discovered iron ore potential of our properties combined with the very encouraging results of our recent drilling campaigns at multiple gold deposit targets provide Zodiac Gold with multiple avenues to build significant value for our shareholders. The level of interest in our assets underscores their quality and strategic importance, and we are committed to ensuring that the next steps we take are aligned with long-term growth."

Given the termination of the MFL exclusivity agreement, the Company will not have access to the funding that MFL had originally agreed to provide in exchange for the exclusivity arrangements. As a result, in addition to pursuing the various inquiries it has received from third parties regarding potential strategic transactions, Zodiac Gold is pleased to announce that it intends to complete an offering of units of the Company (the "Units"), on a non-brokered private placement basis, for aggregate proceeds of up to C$500,000 (the "Offering"). The Offering is being led by existing shareholders.

Offering Terms

Pursuant to the Offering, the Company intends to issue up to 5,000,000 Units at a price of C$0.10 per Unit (the "Issue Price"). Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at an exercise price of C$0.15 per Warrant Share for a period of 24 months following the closing of the Offering.

The Company intends to use the proceeds from the Offering to fund continued exploration at its flagship Todi Gold Project, Bomi South, and Bong West licences in the Republic of Liberia, West Africa and for working capital purposes.‎

Closing of the Offering is anticipated to occur in late November or early December and may occur in tranches. Closing is subject to the receipt of all necessary approvals from the TSXV.

Finders

Subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company may pay finders' fees to certain eligible finders of up to 7% in cash of the gross proceeds raised in the Offering from subscribers introduced to the Company by such finders and up to 7% in finders warrants (the "Finder Warrants") of the aggregate number of Units placed by such finders. Each Finder Warrant will entitle the holder thereof to purchase one Common Share at the Issue Price and will be exercisable for a period of 24 months from the closing of the Offering.

Hold Period

The securities issued pursuant to the Offering shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Offering under applicable Canadian securities laws.

Insider Participation

Certain directors of the Company are expected to acquire Units under the Offering. Such participation will be 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 anticipates 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 to be acquired by the participating directors nor the consideration to be paid by such directors is anticipated to exceed 25 percent 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 Todi 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

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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/230648

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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

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

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Locksley Resources Limited  Doubles Landholding Abutting MP Materials in Mojave Hub

Locksley Resources Limited Doubles Landholding Abutting MP Materials in Mojave Hub

Perth, Australia (ABN Newswire) - Locksley Resources Limited (ASX:LKY,OTC:LKYRF) (FRA:X5L) (OTCMKTS:LKYRF) is pleased to advise that it has significantly expanded its strategic footprint within the Mojave Critical Minerals Corridor through the staking of an additional 249 claims taking total claims to 491 claims.

Highlights

- 249 additional claims staked, increasing Locksley's strategic footprint to over 40 sq km of highly prospective critical minerals ground in California's Mojave region

- New ground abuts Locksley's existing tenure and is adjacent to the MP Materials claims which includes the Mountain Pass Rare Earth Mine, the only producing rare earths mine and processing facility in North America

- Separate claim package located 3km North and along strike of Dateline Resources (ASX:DTR) Colosseum Mine, encompassing an area with polymetallic and precious metals prospectivity identified from proximal occurrences in USGS geological datasets

- Expands Locksley's exploration pipeline across antimony, REEs and polymetallic prospects, reinforcing the Company's positioning within the U.S. critical minerals thematic

- Claims were prioritised following geological review of historical datasets and developing understanding of the regional geology and mineralisation potential from ongoing geological and structural mapping

- Enhanced optionality for Locksley's Mine-to-Market strategy, which encompasses both upstream project development and downstream critical minerals processing

These new claims are adjacent to Locksley's existing tenement position and adjoin MP Materials landholding which include the Mountain Pass Rare Earth Mine. In addition, the new claims secure additional acreage abutting the recently identified antimony, rare earth elements (REEs), and polymetallic mineralisation.

Strategic Rationale

The additional claims significantly strengthen Locksley's competitive positioning within one of the most prospective critical minerals regions in the United States. With demand for antimony and REEs underpinned by U.S. supply chain security initiatives, the expanded landholding provides Locksley with a broader platform to advance multiple exploration and development opportunities.

The south-east claims encompass the favourable gneissic geology which hosts the Mountain Pass mine and carbonatites. Significantly, there are substantial regional north to north-west striking structures evident in the magnetic geophysics datasets. These transgress across the areas staked which conceptually have the potential to host pathways for REE bearing carbonatites and be related to other styles of mineralisation.

The Northern claims are 3km directly along strike from Dateline Resources Colosseum Gold Project. In addition, the USGS geochemical database indicates polymetallic and precious metals occurrences in the area immediately adjoining the new northern claims. As such there are multiple commodity opportunities evident within this claim area.

Importantly, several of the new claims directly adjoin the Mountain Pass larger claim package, underlining the strategic significance of Locksley's footprint within the corridor. This positioning enhances potential for both exploration discovery and long-term commercialisation pathways, including downstream processing partnerships in line with U.S. government priorities for supply chain resilience.

Locksley's Technical Director Julian Woodcock, commented:

"This expansion materially enhances our strategic footprint in the Mojave Corridor, a region central to U.S. critical minerals security. With additional ground abutting our existing claims and adjoining the MP Materials Mountain Pass larger claim package, we are exceptionally well positioned to advance a diversified pipeline of exploration and downstream opportunities across antimony, rare earths, other critical minerals and precious metals potential."

Claim Staking

Locksley has completed the claim staking activities and the filing process has been initiated . No competing claims were identified in the areas staked and Locksley is confident that the ground rights will be confirmed in the adjudication process, however the process needs to be completed until mineral rights are granted.

Next Steps

Locksley will prioritise:

- Completing registration activities of the new claims with the required Federal and State Agencies;

- Compilation and integration of new geological data from the expanded tenure;

- Design of stream sediment and rock chip sampling programs across the area with intention to be undertaken in Q4 2025;

- Systematic exploration targeting high-priority antimony, REE and polymetallic anomalies; and

- Advancing permitting activities across the consolidated claim block to fast-track drilling approvals.

*To view tables and figures, please visit:
https://abnnewswire.net/lnk/QMVY267G



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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