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ZAU.V ·

Zodiac GOLD Enters into Market - Making Services Agreement

Corporate Updates

ZODIAC GOLD ENTERS INTO MARKET - MAKING SERVICES AGREEMENT

VANCOUVER, BC, January 29, 2024 - Zodiac Gold Inc. (TSXV: ZAU ) (the "Company") is pleased to

announce that subject to regulatory approval, it has entered into a Market - Making Services Agreement

(the " Agreement ") with Independent Trading Group (ITG) Inc. (" ITG ") to provide market - making

services in accordance with TSX Venture Exchange (" TSXV ") policies and applicable laws. ITG will

trade common shares in the capital of the Company (the " Common Shares ") of the Company on the

TSXV with the objective of maintaining a reasonable market and improving the liquidity of the

Company's Common Shares.

Under the Agreement, ITG will receive compensation of CDN$ 6 ,000 per month, payable monthly in

advance. The Agreement is for an initial term of one (1) month and automatically renews for one (1)

month periods (" Additional Term ") unless either party provides written notice of termination to the

other party thirty (30) days prior to the end of the Additional Term. There are no performance obligations

contained in the Agreement and ITG will not receive Shares, stock options or any other form of equity

in the Co mpany as compensation. ITG and the Company are arms - length parties and ITG and its

principals do not currently own or have any interest, directly or indirectly, in the securities of the

Company, however, ITG and its clients may acquire an interest in the s ecurities of the Company in the

future.

About Independent Trading Group (ITG), Inc.

Independent Trading Group (ITG), Inc. is a Toronto based CIRO dealer - member that specializes in

market making, liquidity provision, agency execution, ultra - low latency connectivity, and bespoke

algorithmic trading solutions. Established in 1992, with a foc us on market structure, execution and

trading, ITG has leveraged its own proprietary technology to deliver high quality liquidity provision and

execution services to a broad array of public issuers and institutional investors.

About Zodiac Gold

Zodiac Gold stands at the forefront of gold exploration in West Africa, boasting a district - scale discovery

in the Todi Project. Guided by a commitment to responsible exploration and led by a n experienced

leadership team, Zodiac Gold is poised to play a pivotal role in the flourishing gold sector of West Africa.

The company's flagship Todi project, covering an expansive 2, 316 sq km land package, is strategically

located in a previously underexplored region with close proximity to the renowned New Liberty Go ld

Mine. With a robust exploration strategy, excellent access to infrastructure, and a focus on sustainable

practices, Zodiac Gold is well - positioned for success in unlocking the full potential of its extensive gold

exploration assets.

On Behalf of Zodiac Gold Inc.

“David Kol”

President & CEO

For further information, please visit the Zodiac - Gold website at www.zodiac - gold.com or contact:

David Kol

President & CEO

info@zo diac - gold.com

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.

This release includes certain statements that may be deemed to be forward - looking statements. All

statements in this release, other than statements of historical facts that address receipt of regulatory

approvals, exploration drilling, exploitation activit ies and events or developments that the Company

expects, are forward - looking statements. Although the Company believes the expectations expressed in

such forward - looking statements are based on reasonable assumptions, such statements are no guarantees

of f uture performance and actual results or developments may differ materially from those in the forward -

looking statements. Factors that could cause actual results to differ materially from those in forward -

looking statements include the receipt of all necess ary regulatory approvals, market prices, exploitation

and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain

necessary permits, licenses and title and delays due to third party opposition, changes in governm ent

policies regarding mining and natural resource exploration and exploitation, and continued availability

of capital and financing, and general economic, market or business conditions. Readers are cautioned not

to place undue reliance on this forward - loo king information, which is given as of the date it is expressed

in this press release, and the Company undertakes no obligation to update publicly or revise any forward -

looking information, except as required by applicable securities laws. For more informa tion on the

Company, investors should review the Company's continuous disclosure filings that are available at

www.sedarplus.ca .