Zodiac GOLD a Nnounces Final Closing of Oversubscribed Non - Brokered Private Placement and Shares FOR Debt Settlement
ZODIAC GOLD A NNOUNCES FINAL CLOSING OF OVERSUBSCRIBED NON - BROKERED PRIVATE
PLACEMENT AND SHARES FOR DEBT SETTLEMENT
NOT FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC , Ju ly 29 , 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 third and final tranche of
its non - brokered private placement (the " Offering ") . The Company originally planned to raise gross
proceeds of $1,000,000 under the Offering , but due to increased investor demand, the Company
subsequently increased the size of the Offering twice and completed it for total gross proceeds of
CAD$ 1,348,647. The Company intends to use the net proceeds to continue exploration and drilling at its
flagship Todi Gold Project , and for working capital purposes. The Company is also pleased to announce
that, in order to preserve its cash resources, it intends to settle an aggregate of CAD$ 215,555.50 owing to
certain directors, officers and service providers of the Company by issuing a total of 2,155,555 Common
Shares to them at a price of CAD$ 0.10 per share.
Closing of Offering
In the third t ranche of the Offering the Company issued 5,403,470 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 third t ranche.
The Company paid finder’s fees to certain finders, consisting of a cash fee of $ 35,910 and 359,100 finder
warrants ( the “ Finder Warrant s ”) pursuant to the third t ranche . Each Finder Warrant entitles the holder
to acquire one Unit at a price of CAD$0. 1 0 per Unit for a period of 24 months from the date of issuance.
Each Unit from the exercise of a Finder Warrant is comprised of one Common Share and one Warrant.
All securities issued pursuant to the Offering , including Common Shares issuable upon the exercise of
Warrants, are and will be subject to a hold period of four months and one day after the date of issuance .
The Offering remain s subject to TSXV final approval.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and
accordingly, may not be offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation
to buy any securities in any jurisdiction.
Shares for Debt Settlement
The Company has entered into agreements to settle an aggregate of CAD$ 215,555 .50 owing to certain
directors, officers and service providers of the Company, including David Kol (director and Chief Executive
Officer) and Peter Granata (Chief Financial Officer) by issuing a total of 2,155,555 Common Shares to them
at a price of CAD$ 0.10 per share. The amounts owing represent accrued and unpaid fees for services
previously provided to the Company as well as cash advances that have previously been provided to the
Company to fund certain short term working capital expenditures. The Company is proposing to complete
these settlements to preserve cash to fund future operations. The disinterested members of the
Company’s board of directors believe that the debt settleme nts are in the best interests of the Company
and have unanimously approved them. Completion of the debt settlements is subject to the receipt of all
necessary TSXV approvals.
Because insiders will be participating in the debt settlement, it 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 Transactio ns (" 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 Common Shares to be issued to the participating insiders nor the consideration received from
them exceeds 25% of the Company's market capitalization.
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 res ults 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 b e 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 p ress 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.