Zodiac Gold Announces Closing of First Tranche of Non-Brokered Private Placement
Zodiac Gold Announces Closing of First
Tranche of Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - January 3, 2025) - Zodiac Gold Inc. (TSXV: ZAU)
("
Zodiac Gold
" or the "
Company
"), a West-African gold exploration company, is pleased to announce
that, further to the Company's news release dated November
20, 2024, it has closed its first tranche of
its previously announced private placement (the "
Offering
") for gross proceeds of approximately
C$123,000 (the "
First Tranche
"). The net proceeds of the First Tranche will be used for exploration of
the Company's Todi gold project and for working capital purposes.
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.
The Company paid finder's fees to certain finders, consisting of a cash fee of C$1,400 and 10,400
finder warrants (the "
Finder Warrants
") pursuant to the First Tranche. Each Finder Warrant entitles the
holder to acquire one Common Share at a price of C$0.15 per share for a period of 24 months from the
date of issuance.
All securities issued pursuant to the First Tranche closing of 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 closing of the First Tranche of the Offering.
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.
The Company also announces that it has received TSX Venture Exchange ("TSXV") approval to extend
the closing of the Offering until January 30, 2025. The Company expects to close the balance of the
Offering on or before January 30, 2025.
Insider Participation
An insider participated in the Offering and subscribed for an aggregate of 100,000 Units for a total of
approximately C$10,000.
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 has relied 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 the fair market value (as
determined under MI 61-101) of the Units acquired by the insider and the consideration paid by such
insider does not exceed 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 Offering, which the Company deems reasonable in the circumstances in order to complete the
Offering in an expeditious manner.
Shares for Debt Settlement
In addition, the Company intends to settle an aggregate of C$166,425.30 owing to certain Director and
service providers of the Company, including David Kol (Director and Chief Executive Officer), by issuing
a total of 1,664,253 Common Shares to them at a price of C$0.10 per share.
The amounts owing
represent unpaid fees for services and expenses previously provided to the Company, as well as cash
advances that have been previously 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
settlements 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 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 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. (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 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
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.
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.
NOT FOR DISSEMINATION IN THE UNITED STATES
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https://www.newsfilecorp.com/release/235988