Zodiac GOLD a Nnounces Closing of Second Tranche of Non - Brokered Private Placement and Further Upsizing of Private Placement
ZODIAC GOLD A NNOUNCES CLOSING OF SECOND TRANCHE OF NON - BROKERED PRIVATE PLACEMENT
AND FURTHER UPSIZING OF PRIVATE PLACEMENT
NOT FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC , Ju ly 8 , 2024 - Zodiac Gold Inc. (“ Zodiac Gold ” or the “ Company ”) (TSX.V: ZAU ) , a West -
African gold exploration company , is pleased to announce that it has closed the second tranche of its
private placement (the " Offering ") for gross proceeds of approximately C AD $ 506,560.00 (the " Second
Tranche ") , as previously announced on May 6 , May 23 , and June 25, 2024 . The Company intends to use
the net proceeds from the Offering to continue exploration and drilling at its flagship Todi Gold Project in
the Republic of Liberia, West Africa and for working capital purposes.
In the Second T ranche the Company issued 5,065,600 units of the Company ( the " Unit s ") at a price of
C AD $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 entitle s the holder thereof to acquire
one Common Share (a " Warrant Share ") at a price of C AD $0.20 per Warrant Share for a period of 24
months following the closing date of the Second T ranche.
The Company paid finder’s fees to certain finders, consisting of a cash fee of $17,150 and 171,500 finder
warrants ( the “ Finder Warrant s ”) pursuant to the Second Tranche . Each Finder Warrant entitles the
holder to acquire one Unit at a price of CAD$0. 1 0 per share for a period of 24 months from the date of
issuance. Each Finder Warrant is comprised of one Common Share and one Warrant.
Due to increased demand, the Company has further increased the size of the Offering from CAD$1.2
million to CAD$1.4 million, which is subject to TSXV approval. The Company expects to close on the
balance of the Offering on or before July 15 , 2024.
All securities issued pursuant to the Second Tranche , 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 closing
of the Second T ranche. The Offering remain s 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.
Insider Participation
Certain directors of the Company have acquire d Units under the Offering . Such participation 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 Units acqu ired by the participating directors nor the
consideration to be paid by such directors exceed s 25 % of the Company's market capitalization. The
Company did not file a material change report in respect of the related party transaction at least 21 days
before the closing of the Second Tranche , which the Company deems reasonable in the circumstances in
order to close the Offering in an expeditious manner .
About Zodiac Gold
Zodiac Gold Inc. (TSX.V:ZAU) is a West - African gold exploration company focused on its flagship Todi
Project situated in Liberia — a n underexplored, politically stable, mining - friendly jurisdiction hosting
several large - scale gold deposits. S trategically positioned along the fertile Todi Shear Zone, Zodiac Gold
is developing a district - scale gold opportunity covering a vast 2,316 km 2 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 L ooking I nformation
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”, “s chedule”, “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 fac t 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 assum ptions. 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, ev ents, 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.