Enter into Definitive Agreement
ZODIAC GOLD INC. AND 1329306 B.C. LTD.
ENTER INTO DEFINITIVE AGREEMENT
August 16 , 2023 (VANCOUVER, BRITISH COLUMBIA) – Zodiac Gold Inc. (“Zodiac”), a
British Columbia corporation, and 1329306 B.C. Ltd. (“ShellCo”), are pleased to announce that
they have entered into an arrangement agreement dated August 15, 2023 (the “Arrangement
Agreement”) pursuant to which Zodiac and ShellCo will complete a transaction that will result in
the previously announced reverse takeover of ShellCo by t he shareholders of Zodiac (the
“Transaction”). Upon completion of the Transaction, the resulting company (the “Resulting
Issuer”) will continue to carry on the business of Zodiac and will focus on the exploration and
potential development of Zodiac’s Todi gold project in Liberia (previously known as the Mount
Coffee project). The Arrangement Agreement supersedes and replaces the June 20, 2023 letter of
intent between Zodiac and ShellCo relating to the Transaction.
“Signing the Arrangement Agreement and subm itting our listing application is a key milestone on
our path towards going public,” said David Kol, director and Chief Executive Officer of Zodiac
Gold. “Becoming a publicly traded company will be transformative for Zodiac Gold that aligns
with our commit ment to enhancing shareholder value, gaining improved access to capital and
delivering liquidity for our shareholders.”
The Todi Project
The Todi project consists of one mineral exploration license covering 418 km 2 in the Montserrado
and Bomi Counties in t he 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
Todi 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 have defined five multi - kilometer 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.
The Transaction
Pursuant to the Arrangement Agreement, among other things, ShellCo proposes to acquire all of
the issued and outstanding shares of Zodiac (“Zodiac Shares”) in exchange for shares of ShellCo
(“ShellCo Shares”) by way of a court - approved plan of arrangement under the Business
Corporations Act (British Columbia).
Pursuant to the Arrangement Agreement, ShellCo will acquire all of the issued and outstanding
Zodiac Shares, including all of the Zodiac Shares issued in connection with the Zodiac financing
in excha nge for ShellCo Shares on a one - for - one basis at a deemed price of $0.18 per share.
Assuming that there will be 58,567,527 Zodiac Shares issued and outstanding immediately prior
to closing, a total of 58,567,527 ShellCo Shares will be issued to the Zodiac shareholders under
the Arrangement Agreement representing an aggregate deemed consideration of $10,542,155. In
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addition, all of the issued and outstanding options and warrants to acquire Zodiac Shares will be
exchanged for Resulting Issuer options and Resu lting Issuer warrants having equivalent terms on
a one - for - one basis.
Upon completion of the Transaction, and assuming the ShellCo and Zodiac financings described
below are fully subscribed, the shareholders of ShellCo and Zodiac immediately prior to the
completion of the Transaction (including shareholders who acquired their shares pursuant to the
ShellCo and Zodiac financings) are expected to hold 13,070,411 and 58,567,527 Resulting Issuer
shares, respectively (representing 18.2% and 81.8%, respectively, of the outstanding Resulting
Issuer shares on a non - diluted basis), and there are expected to be a total of 71,637,938 Resulting
Issuer shares, 6,065,000 Resulting Issuer options and 31,746,747 Resulting Issuer warrants issued
and outstanding.
Prior to co mpleting the Transaction, ShellCo intends to complete a reorganization of the ShellCo
Shares involving a consolidation of the ShellCo Shares followed by a split of the ShellCo Shares.
The effect of this reorganization will be to consolidate the ShellCo Sha res on the basis of one post -
reorganization ShellCo Share for every 14 pre - reorganization ShellCo Shares.
The Transaction contemplates a number of related steps and transactions, including the Zodiac
financing and the ShellCo financing transactions descri bed below, the change of the name of the
Resulting Issuer to “Zodiac Gold Corp.” and the reconstitution of the board of directors and
officers of the Resulting Issuer.
The Transaction is an Arm’s Length Transaction and is subject to the satisfaction of a n umber of
conditions, including the receipt of all necessary court and Zodiac shareholder approvals as well
as conditional approval from the TSX Venture Exchange (the “TSXV”) for the listing of the shares
of the Resulting Issuer and completion of the privat e placements described below.
Financing
In connection with the Transaction, ShellCo and Zodiac intend to complete non - brokered private
placement financings for aggregate gross proceeds of up to approximately $2.4 million. The
proceeds of the financings wil l be used to pay Transaction costs, to finance exploration and other
expenses relating to the Todi project and to fund the working capital requirements of the Resulting
Issuer.
Pursuant to the ShellCo financing, ShellCo intends to raise gross proceeds of up to approximately
$1.2 million by way of a non - brokered private placement of ShellCo Shares at a post -
reorganization price of $0.10 per share. ShellCo has already raised approximately $587,000 of this
amount.
Pursuant to the Zodiac financing, Zodiac intends to raise gross proceeds of up to approximately
$1.2 million by way of a non - brokered private placement of Zodiac units at a price of $0.18 per
unit. Zodiac has already raised approximately $630,000 of this amount. Each unit consists of one
Zodiac Share and one - half of one Zodiac warrant, with each full warrant allowing the holder to
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acquire an additional Zodiac Share at a price of $0.25 per Zodiac Share for a period of two years
from the issuance of the Zodiac unit.
In connection with the Zo diac financing, Zodiac may pay “finder fees” to certain brokers whose
clients participate in the Zodiac financing equal to 7% of the aggregate proceeds received from
such clients. As additional compensation, Zodiac may also issue Zodiac warrants to such br okers
to purchase that number of Zodiac Shares equal to 7% of the number of Zodiac units purchased by
such clients. Each broker warrant will be exercisable to purchase one Zodiac Share at a price of
$0.18 per share for a period of two years from the date o f issuance.
On August 3, 2023, ShellCo and Zodiac entered into a promissory note. Pursuant to the promissory
note, ShellCo agreed to loan up to $100,000 to Zodiac in amounts requested by Zodiac from time
to time. Amounts drawn under the promissory note wi ll bear interest at a rate of 3% per annum
and will be repayable on November 3, 2023 or at such earlier date as Zodiac may determine. If
Zodiac fails to repay any amount owing under the promissory note when due it will be converted
into Zodiac Shares at a price of $0.18 per share. Zodiac will use amounts advanced to it under the
promissory note for working capital purposes. As of the date hereof, ShellCo has advanced an
aggregate of US$61,490 to Zodiac under the promissory note.
Directors and Officers of th e Resulting Issuer
Upon completion of the Transaction, it is anticipated that the current directors and officers of
ShellCo will resign and that the management team of the Resulting Issuer following the completion
of the Transaction will be comprised of Da vid Kol (President and Chief Executive Officer), Peter
Granata (Interim Chief Financial Officer), Efdal Olcer (Vice President of Exploration) and Sherry
Siu (Corporate Secretary).
It is anticipated that following the completion of the Transaction, the Res ulting Issuer’s board of
directors will consist of four directors: David Kol, Mark Kol, Graham Warren and Douglas Cater.
The relevant experience of the proposed officers and directors of the Resulting Issuer is set out
below.
David Kol – Nevada, USA - Dir ector, President and Chief Executive Officer
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 resour ce sector, media/entertainment, real estate and technology industries. Prior
to Zodiac, David held senior management roles in Gem Rocks Mining Resources, Global Media
Group Holdings, The Players Network, and Interactive Enterprises where he worked on proje cts
for Sony, Wink Communications, Netcom, US West (now Qwest Communications), BskyB, and
JskyB. David currently serves on the Board of Directors of BluEarth Carbon Development, and
Global Wholesome Network 501(c)(3). David attended the University of Calif ornia, Davis, where
he studied managerial economics, and has an A.A. (Criminal Justice) from Diablo Valley College.
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Peter Granata – Vancouver, British Columbia - 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 statem ents, MD&As, 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 Canadia n GAAP. His experience includes CFO for TSXV entities, capital raising,
international corporate structures, client engagement, C - suite & directors engagement, M&A,
financing, investor relations, related party transactions, and finance transformation. Peter has a B.
Bus and is a Chartered Accountant.
Efdal Olcer – Ankara, Turkey - 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 Tethyan in
Africa, the Middle East, and Turkey. He possesses a demonstrable track record in mineral
exploration, specifically gold exp loration in diverse deposit types including; epithermal, porphyry,
orogenic, and within different terrains. He has also gained 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, 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 Geoscie ntists, Society of Geology Applied to Mineral
Deposits, and Turkish Association of Economics Geologists.
Douglas Cater, P.Geo FGC, ICD.D – Niagara - on - the - Lake, Ontario - Director
Doug Cater is a professional geologist who has worked extensively across Can ada and
internationally for more than 35 years, with a particular focus on the Abitibi gold belt located in
NE Ontario. He has held positions with both senior and intermediate gold producers, including
Barrick Gold Corp., Placer Dome Inc. and Kinross Gold Corp. His African exploration experience
was obtained while serving as an Exploration Consultant for Barrick Gold Corp. in Tanzania,
where he was responsible for the project management of an exploration diamond drill program in
the Lake Victoria greenstone belt. His most recent executive position was as Vice President,
Exploration (Canada) with Kirkland Lake Gold Ltd. Mr. Cater is also a director of Sierra Metals
Inc., Mayfair Gold Corp., Exploits Discovery Corp. and Gowest Gold Ltd. He is a graduate of the
ICD - Rotman Directors Education Program.
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Graham Warren, CPA, CMA – Toronto, Ontario – Director
Graham Warren is a senior financial executive with over 30 years of experience with emerging
and established companies primarily in the mining and oil and gas sectors. Mr. Warren has
considerable operations, corporate finance, board and public markets expertise. He has extensive
global experience, including in Africa where he has worked in both Nigeria and Botswana for a
combined 15 years. Mr. Warren has his B - C omm and is a Chartered Professional Accountant. He
currently provides CFO and corporate secretarial services to three publicly traded companies and
serves on the board of directors of one TSXV - listed company.
Mark Kol – California, USA - Director
Mark Kol is a co - founder of Zodiac 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, tech nology, 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 CBRE, Mark worked
in investment banking in San Francisco, raisi ng capital and preparing companies for Initial Public
Offerings.
Sherry Siu – Vancouver, British Columbia - 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. She has worked on a variety of
securities - related and corporate transactions, including M&A, spinouts and business combinations,
reorganizat ions, and going public filings. Sherry is a paralegal certified with the BC Paralegal
Association.
Other Insiders
Upon completion of the Transaction, it is anticipated that David Kol will be a significant
shareholder of the Resulting Issuer. It is not expe cted that any other person will initially own more
than 10% of the outstanding Resulting Issuer shares.
Financial Information of Zodiac
The table below sets out certain financial data for Zodiac in respect of the periods for which
financial information which will be included in the Filing Statement:
Year ended March 31, 2023
(unaudited)
Fifteen months ended March
31, 2022 (audited)
Revenues Nil Nil
Net loss $1,282,295 $2,988,074
Total assets $240,261 $304,437
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Year ended March 31, 2023
(unaudited)
Fifteen months ended March
31, 2022 (audited)
Total liabilities $1,245,863 $782,454
TSXV Listing
ShellCo and Zodiac have submitted an application to the TSXV for the Resulting Issuer shares to
be listed on the TSXV as a Tier 2 mining issuer upon completion of the Transaction.
Additional Information
For further information regarding ShellCo, Zodiac, t he Resulting Issuer or the Transaction, please
refer to the Filing Statement which will be made available under ShellCo’s SEDAR profile on
SEDAR at www.sedarplus.com.
For further information, please contact:
Robin McWatt
President, CEO, CFO and Director of ShellCo
+1 (514) 707 - 0481
Cautionary Note Regarding Forward - Looking Information
This press release contains "forward - looking information" and "forward - l ooking 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, estima tes 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
phra ses such as "expects", or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain actions, e vents 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: t he Transaction and certain terms and conditions thereof;
the business of Zodiac, information concerning the Todi project, the Zodiac and ShellCo
financings; the proposed directors and officers of the Resulting Issuer; court, shareholder and
director; and f uture press releases and disclosure. Forward - looking statements are necessarily
based upon a number of estimates and assumptions that, while considered reasonable, are 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 to: general business, economic, competitive,
political and social uncertainties; and the del ay 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 and future events could differ materially from those anticipated in such statements.
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Accordi ngly, readers should not place undue reliance on the forward - looking statements and
information contained in this press release. Except as required by law, ShellCo assumes no
obligation to update the forward - looking statements of beliefs, opinions, project ions, or other
factors, should they change.
Completion of the Transaction is subject to a number of conditions, including but not limited to
TSXV acceptance. There can be no assurance that the Transa c tion will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection
with the Transaction, any information released or received with respect to the Transaction may
not be accurate or complete and should not be relied upon.
The TSXV has i n no way passed upon the merits of the Transaction 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 responsibili ty for the adequacy or accuracy of this press release.
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