Zodiac Gold Announces Upsizing of Private Placement
Zodiac Gold Announces Upsizing of Private Placement
NOT FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC , June 25 , 2024 - Zodiac Gold Inc. (“ Zodiac Gold ” or the “ Company ”) (TSX.V: ZAU ) , a
West - African gold exploration company , i s pleased to announce that it has increased the size of its
previously announced offering of units of the Company (the “ Units ” ) on a non - b rokered private placement
basis. The Company now expects to complete the Offering for aggregate proceeds of up to C$ 1 . 2 million
(the “ Offering ”) , a 20% increase from the original target of up to C$1.0 million .
The Company completed an initial closing of the Offering for gross proceeds of approximately C$302,000
on May 23, 2024 and expects to complete a second closing in the coming days , with additional closings to
follow as necessary . Completion of additional closings remains subject to the receipt of all necessary TSXV
approvals.
Offering Terms
In connection with the Offering, t he C ompany intends to issue up to 1,200,000 Units at a price of C$0.1 0
per Unit (the " Issue Price "). Each Unit will consist of one common share of the Company (a " Common
Share ") and one Common Share purchase warrant (a " Warrant "). Each Warrant will entitle the holder to
purchase one Common Share (a " Warrant Share ") at an exercise price of C$0. 2 0 per Warrant Share for a
period of 24 months following the closing of the Offering.
The Company intends to use the 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 .
Finders
Subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company may pay finders' fees
to certain eligible finders of up to 7% in cash of the gross proceeds raised in the Offering from subscribers
introduced to the Company by such finders and up to 7% in finders warrants (the "Finder Warrants") of the
aggregate number of Units placed by such finders. Each Finder Warrant will entitle the holder thereof to
purchase one Unit at the Issue Price and will be exercisable for a period of 24 months from the closing of
the Offering. Each Finder Warrant will be comprised of one Common Share and one Warrant.
Hold Period
The securities issued pursuant to the Offering shall be subject to a four - month plus one day hold period
commencing on the day of the closing of the Offering under applicable Canadian securities laws.
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 acquired by the participating directors nor the consideration to
be paid by such directors exceed s 25 percent 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 go ld 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.