1329306 B.C. Ltd. Announces Binding Letter of Intent with Zodiac Gold Inc. for Reverse Takeover
1329306 B.C. Ltd. Announces Binding Letter of Intent with Zodiac Gold Inc. for Reverse Takeover
Toronto, Ontario, July 5 , 2023 / Accesswire / -- Zodiac Gold Inc. ( “ Zodiac Gold ” or the “ Company ” )
and 1329306 B.C. Ltd (the “ ShellCo ” ) (collectively the “ Parties ” ) are pleased to announce that Zodiac
Gold has entered into a binding letter of intent dated June 20, 2023 (the “ LOI ” ) in respect of a proposed
business combination (the “ RTO ” ) that would result in the reverse takeover of ShellCo by Zodiac Gold .
T he completion of the RTO will be subject to, among other things, the common shares ( “ Resulting Issuer
Common Shares ” ) of the resulting entity (the “ Resulting Issuer ” ) being listed on t he TSX Venture
Exchange ( “ TSX - V ” ) and the Resulting Issuer fulfilling all of the applicable regulatory and listing
requirements. Following the completion of the RTO , Zodiac Gold is expected to become a wholly - owned
subsidiary of ShellCo or otherwise combine its corporate existence with that of ShellCo to form the
Resulting Issuer, which will hold all the assets and projects and continue the business of Zodiac Gold .
About Zodiac Gold
Zodiac Gold is a private mineral exploration company incorporated under the laws of the Province of
British Columbia which has an 100% interest in the Mount Coffee Project located in the Republic of
Liberia along with two reconnaissance licenses.
Th e Mount Coffee Project
The Mount Coffee Project consists of one mineral exploration license covering 418 km 2 in the
Montserrado and Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses
covering 2,200 km 2 in Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km 2 .
The Mount Coffee Project is located on and along the prolific Todi Shear Zone within the West African
Craton and accessible via paved and gravel roads for approximately 21 km from Monrovia, the capital
of Liberia. Exploration activities to date ha ve defined five (5) multi - k ilometer long gold in soil anomalies
covering a strike length of ~16 km. Current work on the project is focused on the Arthington target area
where diamond drilling has uncovered a potentially significant new gold discovery. Planned diamond
drilling program at Arthington aims to achieve a maiden mineral resource at a low cost.
Summary of the RTO
The RTO will proceed b y way of a plan of arrangement pursuant to which a wholly owned subsid iary of
ShellCo will acquire Zodiac Gold in exchange for ShellCo shares (the “ Arrangement ” ). Pursuant to the
Arrangement, it is anticipated that each common share of ShellCo, a fter giving effect to the ShellCo Share
Reorganization (as de fined below) , will be exchanged for one common share of Zodiac Gold (the
“ Exchange Ratio ” ) at a deemed issue price of C$0.18 per share.
Prior to completion of the RTO, ShellCo will complete a reorganization of its share capital based on a
ratio that will have the effect of consolidating the current outstanding shares on a 14:1 basis (the “ ShellCo
Share Reorganization ” ).
It is anticipated that the Resulting Issuer will continue the business of Zodiac Gold under a name to be
determined by Zodiac Gold (the “ Name Change ” ). The business of the Resulting Issuer will be primarily
focused on the exploration of the Mount Coffee Pr oject. Certain Resulting Issuer Shares are expected to
be subject to restrictions on resale or escrow under the policies of the TSX - V, including the Resulting
Issuer Shares to be issued to the principals of the Resulting Issuer (as defined under the TSX - V policies),
which will be subject to the escrow requirements of the TSX - V.
The completion of the RTO is subject to a number of terms and conditions, including and without
limitation to the following: negotiation and execution o f a definitive agreement in respect of the RTO
(the “ Definitive Agreement ” ) ; there being no material adverse changes in respect of either ShellCo or
Zodiac Gold; the Pa rties obtaining all necessary consents, orders, regulatory , court and shareholder
approvals, including the conditional approval of the TSX - V; completion of the Name Change; completion
of the Zodiac Financing and ShellCo Financing (as defined below); completion of a NI 43 - 101 compliant
technical report for the Mount Coff ee Project; satisfactory completion of due diligence by both Parties ;
and other standard conditions of closing for a transaction in the nature of the RTO . There can be no
assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all
conditions of closing will be met.
Upon completion of the RTO , it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining
issuer on the TSXV, with Zodiac Gold as its primary operating subsidiary , and share holders of Zodiac
Gold will own approximately 74.6% of the Resulting Issuer, shareholders of ShellCo will own
approximately 15.1% of the Resulting Issuer, and shareholders from Zodiac Financing will own
approximately 10.3% of the Resulting Issuer on an undiluted bas is .
Financing
On or prior to the completion of the RTO, Zodiac Gold may complete a private placement of units (the
“ Units ” ) for gross proceeds of up to C$2,000,000 at a price of C$0.18 per Unit (the “ Zodiac Financing ” ) ,
of which a total of C$ 630,000 has already been raised . The proceeds of the Zodi a c Financing will be used
to finance exploration and other expenses relating to the Mount Coffee Project and the working capital
requirements of the Resulting Issuer. Each Unit will consist of one common share in the capital of Zodiac
Gold ( “ Zodiac Share ” ) and one - half of one Zodiac Share purchase warrant ( “ Zodiac Warrant ” ) , with
each full warrant allowing the holder to acquire an additional Zodiac Share at a price of C$0.25 per
Zodiac Share for a period of 2 years. Pursuant to the terms of the RTO , the Zod iac Shares issued under
the Zodiac Financing will be exchange for Resulting Issuer Shares on the same basis as the Exchange
Ratio, and each Zodiac Warrant and stock option issued by Zodiac Gold and outstanding at completion
of the RTO shall thereafter enti tle each respective holder thereof to acquire Resulting Issuer Shares in
lieu of Zodiac Shares based on the Exchange Ratio and otherwise on the same terms and conditions.
Prior to the completion of the RTO , ShellCo may complete a private placement of com mon shares in the
capital of ShellCo ( “ ShellCo Financing ” ) for gross proceeds of up to C$ 1,0 00,000 at a price of C$0.10 per
ShellCo Share on a post ShellCo Share Reorganization basis , of which a total of C$ 586,000 has already
been raised .
Further particulars regarding the Zodiac Financing and the ShellCo Financing will be disclosed in
subsequent news releases relating to the RTO . A broker may be engaged to act as agent for the Zodiac
Financing and in connection therewith may be paid a commission in an amount to be determined.
Proposed Directors, Officers and Insiders
Upon completion of the RTO , it is anticipated that the Resulting Issuer ’ s board and management will
consist of the following persons :
David Kol, Chief Executive Officer and Director
Efdal Olcer, Vice President of Exploration
Douglas Cater, P.Geo FGC, Director
Graham Warren, CPA, CMA, Director
Mark Kol, Director
Peter Granata, Interim Chief Financial Officer
Sherry Siu, Corporate Secretary
Upon completion of the RTO, i t is expected that David Kol will own approximately 1 1 % of the
outstanding shares of the Resulting Issuer. No other person is expected to own 10% or more of the
outstanding shares of the Result ing Issuer upon completion of the RTO.
Biographies of each of the proposed directors and officers of the Resulting Issuer are set out below:
David Kol - Chief Executive Officer, Founder and Director
David Kol is a highly experienced international business and startup executive with over 20 years of
experience in finance, marketing, business development, M&A, and executive management, primarily in
the resource sector, media/entertainment, real estate a nd technology industries. David is currently CEO of
Zodiac Gold Inc. a West Africa based gold exploration company. Prior to Zodiac Gold, David held senior
management roles in Gem Rocks Mining Resources, Global Media Group Holdings, The Players Network,
an d Interactive Enterprises where he worked on projects for Sony, Wink Communications, Netcom, US
West (now Qwest Communications), BskyB, and JskyB. David currently serves on the Board of Directors
for Metalite Resources, BluEarth Carbon Development, and Glo bal Wholesome Network 501(c)(3). David
attended the University of California, Davis, where is studied managerial economics, and has an A.A.
(Criminal Justice) from Diablo Valley College.
Efdal Olcer - Vice President of Exploration
Efdal Olcer is a highly accomplished and qualified Exploration Geologist with 17 years of experience.
Efdal has unique technical skills and experience gained in various mineral categories and diverse
geological environments, including Greenstone, Archean, Proterozoic and T ethyan in Africa, the Middle
East, and Turkey. He possesses a demonstrable track record in mineral exploration, specifically gold
exploration in diverse deposit types including; epithermal, porphyry, orogenic, and within different
terrains. He has also gai ned extensive greenfield and brownfield exploration and project development
experience with the majority resulting in discoveries and several converting into profitable gold mines.
Before joining Zodiac Gold, Efdal served as Chief Geologist for Summa Gold and Exploration Manager
of MNG Gold, a subsidiary of Avesoro Holdings. Efdal also held senior geological positions for KEFI
Minerals, Asia Minor Mining Inc., and Stratex Exploration PLC. Efdal holds a B.Sc. Degree in
Geological Engineering from Middle East Technical University. He is a member of the Society of
Economic Geologists, Geological Society of London, Australian Institute of Geoscientists, Society of
Geology Applied to Mineral Deposits, and Turkish Association of Economics Geologists.
Douglas Cate r, P.Geo FGC , ICD.D - Director
Doug Cater is a Professional geologist with +35 years of experience in the gold mining and exploration
business gained while working with senior - tier Canadian - based mining and exploration companies. He
p reviously served as Vice President Exploration (Canad a) for Kirkland Lake Gold Ltd. and held several
management positions for St . Andrews Goldfields Ltd., Sabina Gold and Silver, and Barrick. Currently,
Doug is a Director for Mayfair Gold Corp , Sierra Metals Inc , Gowest Gold Ltd. and Exploits Discovery
Corp. Mr . Cater is a graduate of the ICD Rotman Director Education Program.
Graham Warren, CPA, CMA - Director
Graham Warren is a Senior Financial Executive with over 30 years of experience in the mining, oil and
gas, environmental, biotech, service and tech sectors both domestically and internationally. Graham has
been involved in numerous financings and M&A trans actions for both private and public companies and
has guided several companies through the going public process. Mr. Warren has served as CFO and/or
Director of numerous public companies and is currently the CFO/Director of Goliath Resources Limited
(TSXV: GOT), Pangolin Diamonds Corp. (TSXV:PAN), and Platinex Inc.(CSE:PTX). He is a past
director of Changfeng Energy Inc., Cordoba Minerals Corp., Exile Resources Inc., Active Control
Technology and Hanfeng Evergreen Inc.
Mark Kol - Director
Mark Kol is a co - founder of Zodiac Gold and has 30+ years of experience in investor relations, venture
capital, finance, investment banking, and real estate. Mark has leveraged his expertise across various
industries, which include real estate, exploration/mining, technol ogy, biotech, and media/entertainment.
Mark is passionate about working with and raising capital for start - ups across the globe. Mark is currently
Executive Vice President with CBRE. Before Zodiac, Mark worked in investment banking in San
Francisco, raisin g capital and preparing companies for Initial Public Offerings.
Peter Granata - Interim Chief Financial Officer
Peter Granata has more than 18 years of experience in finance and operations management within global
organizations. He is a dynamic, results - oriented professional with executive positions in TSXV
companies and, prior to these, served as an Audit Manager for PricewaterhouseCoopers. Peter has
prepared financial statements, MD&A, news releases, mine permitting applications and project cash
flows. With PricewaterhouseCoopers he performed audits for Canadian IFRS, US GAAP reconciliations,
Special Purpose Financial Statements and has executed Group reporting under Canadian GAAP. His
experience includes CFO for TSXV entities, capital raising, internat ional corporate structures, client
engagement, C - suite & directors engagement, M&A, financing, investor relations, related party
transactions, and finance transformation. Peter has a B. Com and is a Chartered Accountant.
Sherry Siu - Corporate Secretary
Sherry has over 30 years of experience working as a paralegal for a boutique law firm in Vancouver,
specializing in securities, commercial and corporate matters, and has been corporate secretary of various
junior resource companies since 2011. S he has worked on a variety of securities - related and corporate
transactions, including M&A, spinouts and business combinations, reorganizations, and going public
filings. Sherry is a paralegal certified with the BC Paralegal Association.
Information Concerning ShellCo
ShellCo is an unlisted reporting issuer and its common shares are not listed for trading on any exchange .
As at June 2 0, 202 3 , ShellCo had C $586,863.09 of cash on hand.
Filing Statement
In connection with the RTO and pursuant to the requirements of the TSXV, ShellCo will file a filing
statement or a management information circular on its issuer profile on SEDAR ( www.sedar.com ) , which
will contain details regarding the RTO , Zodiac Gold, the Mount Coffee Project, the Zodiac Financing,
the ShellCo Financing, and the Resulting Issuer.
For further information, please contact:
Robin McWatt
President, CEO, CFO and Director of ShellCo
+1 (514) 707 - 0481
Information concerning Zodiac Gold, including the proposed directors of the Resulting Issuer, has been
provided to ShellCo by Zodiac Gold for inclusion in this press release. The technical information in this
news release has been reviewed and approved by Efdal Olcer, Vice President of Exploration of Zodiac
Gold, who is a Qualified P erson within the meaning of National Instrument 43 - 101 ( “ NI 43 - 101 ” )
– Standards of Disclosure for Mineral Projects.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV
acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies
of the TSXV), majority of the minority shareholder approval. Where applicable, the RTO cannot close
until the required shareholder approval is obtained. There can be no assurance that the RTO will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the RTO , any information released or received with respect
to the RTO may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the RTO and has neither approved nor disapproved
the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is
defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The securities referenced herein have not been, nor will be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons absent U.S. re gistration or an applicable exemption from U.S. registration
requirements. This release does not constitute an offer for sale of securities in the United States.
Cautionary and Forward - Looking Statements
This press release contains “ forward - looking information ” and “ forward - looking statements ”
(collectively, “ forward - looking statements ” ) within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward - looking statements and
are based on expectations, estimates and projections as at the date of this press release. Any statement
that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as “ expects ” , or
“ does not expect ” , “ is expected ” “ an ticipates ” or “ does not anticipate ” , “ plans ” , “ budget ” , “ scheduled ” ,
“ forecasts ” , “ estimates ” , “ believes ” or intends ” or variations of such words and phrases or stating that
certain actions, events or results “ may ” or “ could, “ would ” , “ might ” or “ will ” be taken to occur or be
achieved) are not statements of historical fact and may be forward looking statements. In this press
release, forward - looking statements relate, among other things, to: the RTO and certain terms and
conditions thereof; the business of Zodiac Gold, information concerning the Mount Coffee Project, the
Zodiac Financing; the ShellCo Financing; the proposed directors of the Resulting Issuer, TSXV
sponsorship requirements and intended application for exemption therefrom; shareholder, director and
regulatory approvals; and future press releases and disclosure. Forward looking statements are
necessarily based upon a number of estimates and assumptions that, while considered reasonable, a re
subject to known and unknown risks, uncertainties, and other factors that may cause the actual results
and future events to differ materially from those expressed or implied by such forward - looking
statements. Such factors include, but are not limited t o: general business, economic, competitive, political
and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals.
There can be no assurance that such statements will prove to be accurate, as actual results a nd future
events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on the forward - looking statements and information contained in this press release.
Except as required by law, ShellCo a ssumes no obligation to update the forward - looking statements of
beliefs, opinions, projections, or other factors, should they change.