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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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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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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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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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 Au) and 4.25m at 0.99 gt Au (including 0.7m at 5.25 gt Au). In addition, channel sampling in the Lion Hill artisanal mining pit during this drill program by Zodiac Gold's geological team returned 6.05m at 9.06 gt Au (including 1m at 46 gt Au and 1m at 7.6 gt Au). The results of drilling confirm that the high grades reported from surface exploration and previous drilling in the oxide zone have strong continuity at depth, with 4.05m at 13.92 gt Au intersected 75m below surface. These zones are believed to be open at depth.

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Highlights:

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  • 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
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  • 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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