Zodiac GOLD Inc. and 1329306 B.c. Ltd. Announce Completion of Reverse Takeover
ZODIAC GOLD INC. AND 1329306 B.C. LTD. ANNOUNCE COMPLETION OF
REVERSE TAKEOVER
January 2 5 , 2024 (VANCOUVER, BRITISH COLUMBIA) – Zodiac Gold Inc. (formerly 1329306 B.C.
Ltd.) ( the “ Company ” or the “ Resulting Issuer ”) is pleased to announce that the Company has completed
its previously announced transaction (the “ Transaction ”) with Zodiac Gold Inc. (“ Zodiac PrivCo ”),
pursuant to an a rrangement agreement (the “ A rrangement Agreement ”) dated August 1 5 th , 2023 between
the Company and Zodiac PrivCo. The Company acquired all of the issued and outstanding common shares
of Zodiac PrivCo (the “ Zodiac PrivCo Shares ”) by way of a court - approved plan of arrangement in
accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) . Concurrent with
the completion of the Transaction, the Company has changed its name to “Zodiac Gold Inc.” and Zodiac
PrivCo has changed its name to “1251351 B.C. Ltd.”
In connection with the completion of the Transaction, the Company has received final approval from the
TSX Venture Exchange (the “ TSXV ”) for the listing of the common shares in the capital of the Company
(the “ Common Shares ”). It is anticipated that the Common Shares will commence trading on the TSXV
on or about January 29 , 2024 under the symbol " ZAU " . In connection with the Transaction and pursuant to
TSXV requirements, the Company previously filed a Filing Statement dated November 14, 2023 on
SEDAR + under the Company's issuer profile at www.sedar plus .com. .
The Transaction
Pursuant to the Arrangement Agreement, the Company acquired all of the outstanding common shares of
Zodiac PrivCo (the “ Zodiac PrivCo Shares ”) in exchange for Common Shares on a one - for - one basis at a
deemed price of $0.18 per share. Upon closing of the Transaction (“ Closing ”) 55,586,045 Common Shares
were issued as consideration for the 55,586,045 Zodiac PrivCo Shares that were issued and outstanding
immediately prior to closing of the Transaction. In addition, all of the outstanding unexercised warrants in
the capital of Zodiac PrivCo (the " Zodiac PrivCo Warrants ") and all of the outstanding unexercised stock
options in the capital of Zodiac PrivCo (the " Zodiac PrivCo Options ") were exchanged for options and
warrants to acquire Common Shares having equivalent terms on a one - for - one basis. Following closing of
the Transaction, there are a total of 76,786,813 Commo n Shares, 6,065,000 Common Share options and
30,201,173 Common Share warrants issued and outstanding.
The board of directors of the Company was reconstituted in conjunction with the completion of the
Transaction such that it now consists of f our directors: David Kol, Douglas Cater, Graham Warren, Mark
Kol. In addition, management of the Company was reconstituted such that it now consists of David Kol,
President & CEO, Peter Granata as CFO, Efdal Olcer as Vice President of Exploration, and Sherry Siu as
Corporate Secretary.
Management Commentary
David Kol , President & CEO of Zodiac Gold , stated "The closing of the RTO marks a significant milestone
for Zodiac Gold . We sincerely thank our shareholders and team for their support and commitment, which
has ultimately allowed us to achieve this milestone. We are now positioned as an emerging junior gold
company with the required working capital to expeditiously advance exploration of the Todi Project . Going
forward, we will seek to leverage our extremely strong and proven team to deliver significant long - term
value for our shareholders, stakeholders and the communities in which we operate. ”
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Concurrent Financings
Prior to closing the Transaction, on January 16 , 2024 and December 20, 2023 , the Company and Zodiac
PrivCo completed non - brokered private placement s (the “ Company Financing ” and the “ Zodiac PrivCo
Financing ”, respectively) . 14,366,768 Common S hares were issued in connection with the Company
Financing at a price of $0.10 per share for gross proceeds of $ 1,436,676 and 351,851 units ( each unit
consisting of one Zodiac PrivCo Share and one - half of one warrant to purchase a Zodiac PrivCo Share at a
price of $0.25 per share for two years) were issued in connection with the Zodiac PrivCo Financing at a
price of $0.18 or US$0.135 per unit for gross proceeds of $ 63, 333 , resulting in aggregate combined gross
proceeds of $ 1,500,0 1 0 . In connection with the Company Financing, a finder's fee of $9,100 was paid and
91 ,000 common share purchase warrants (" Finders Warrants ") were issued. The Finder Warrants have an
exercise price of $0.18 and a term of 12 months.
David Kol, the Chief Executive Officer and a director of Zodiac PrivCo and of the Company , purchased
4,000,000 Common Shares in the Company Financing. All of these Common Shares, together with the
8,964,145 Common Shares issued to Mr. Kol and his spouse pursuant to the Transaction , have been
escrowed for 36 months in accordance with TSXV policies, with 10% of the shares to be released from
escrow at the time of the final TSXV bulletin relating to the Transaction and an additional 15% of the shares
released every six months thereafter.
The net proceeds of the Company Financing and the Zodiac PrivCo Financing will be used to satisfy costs
related to the Transaction , to f und exploration and other expenses relat ed to the Todi P roject and , to fund
the Company’s working capital requirements.
Early Warning Disclosure
David Kol
In accordance with the requirements of National Instrument 62 - 103, David Kol announces that he has filed
an early warning report related to his acquisition of C ommon S hares and Common Share stock options
pursuant to the Transaction.
Mr. Kol acquired 8,154,125 Common Shares in exchange for his Zodiac PrivCo Shares pursuant to the
Transaction at a deemed price of $0.18 per share as well as 1,1250,000 Company stock options in exchange
for his Zodiac PrivCo O ptions . Prior to the acquisition of these shares (and after giving effect to the
completion of the Company Financing), Mr. Kol owned 4,000,000 Common Shares , representing
approximately 18.9% of the outstanding Common Shares immediate prior to the completion of the
Transaction. After giving effect to the Transaction, Mr. Kol owns a total of 12,154,125 Common Shares ,
representing approximately 15.8 % of the outstanding Common Share s . Mr. Kol also holds 1,125,000
options to purchase Common Shares .
Mr. Kol acquired the Common Shares for investment purposes. In the future, Mr. Kol will evaluate his
investment in the Company from time to time and may, based on such evaluation, market conditions and
other circumstances, increase or decrease his shareholdings as circumstances require through market
transactions, private agreements, or otherwise.
A copy of the early warning report filed by Mr. Kol may be obtained under the Company's profile on
SEDAR+.
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John Esopa
In accordance with the requirements of National Instrement 62 - 103, John Esopa announces that he has filed
an early warning report related to his acquisition of C ommon S hares and Common Share warrants pursuant
to the Transaction.
Mr. Esopa acquired 4,729,180 Common Shares in exchange for his Zodiac PrivCo Shares pursuant to the
Transaction at a deemed price of $0.18 per share, and 4,074,073 Common Share warrants in exchange for
his Zodiac PrivCo W arrants. Prior to the acquisition of these shares and warrants, Mr. Esopa owned
2,841,000 Common Shares , representing approximately 13.4% of the outstanding Common Shares
immediately prior to the completion of the Transaction. After giving effect to the Transaction, Mr. Esopa
owns a total of 7,570,180 Common Shares , representing approximately 9.9% of the outstanding Common
Shares . Mr. Esopa also holds 4,074,073 warrants to purchase Common Shares .
Mr. Esopa acquired the Common Shares for investment purposes. In the future, Mr. Esopa will evaluate his
investment in the Resulting Issuer from time to time and may, based on such evaluation, market conditions
and other circumstances, increase or decrease his shareholdings as circumstances require through market
transactions, private agreements, or otherwise.
A copy of the early warning report filed by Mr. Esopa may be obtained under the Company’s profile on
SEDAR+.
Carole Habib
In accordance with the requirements of National Instrement 62 - 103, Carole Habib announces that she has
filed an early warning report related to her acquisition of C ommon S hares and Common Share warrants
pursuant to the Transaction.
Ms. Habib acquired 1,481,481 Common Shares in exchange for her Zodiac PrivCo Shares pursuant to the
Transaction at a deemed price of $0.18 per share, and 1,481,481 Common Share warrants in exchange for
her Zodiac PrivCo W arrants. Prior to the acquisition of these shares and warrants, Ms. Habib owned
2,680,000 Common Shares , representing approximately 12.6% of the outstanding Common Shares
immediately prior to the completion of the Transaction . After giving effect to the Transaction, Ms. Habib
owns a total of 4,161,481 Common Shares , representing approximately 5.4% of the outstanding Common
Shares . Ms. Habib also holds 1,481,481 Common Share warrants.
Ms. Habib acquired the Common Shares for investment purposes. In the future, Ms. Habib will evaluate
her investment in the Resulting Issuer from time to time and may, based on such evaluation, market
conditions and other circumstances, increase or decrease her shareholdings as circumstances require
through market transactions, private agreements, or otherwise.
A copy of the early warning report filed by Ms. Habib may be obtained under the Company’s profile on
SEDAR+.
Sami Darwich
In accordance with the requirements of National Instrement 62 - 103, Sami Darwich announces that he has
filed an early warning report related to his acquisition of common shares and warrants pursuant to the
Transaction.
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Mr. Darwich acquired 2,222,222 Common Shares in exchange for his Zodiac PrivCo Shares pursuant to
the Transaction at a deemed price of $0.18 per share, and 1,111,111 Common Share warrants in exchange
for his Zodiac PrivCo warrants. Prior to the acquisition of these shares and warrants, Mr. Darwich owned
2,680,000 Common Shares , representing approximately 12 . 6 % of the outstanding Common Shares
immediately prior to the completion of the Transaction . After giving effect to the Transaction, Mr. Darwich
owns a total of 4,902,222 Common Shares , representing approximately 6.4% of the outstanding Common
Shares . Mr. Darwich also holds 1,111,111 Common Share warrants.
Mr. Darwich acquired the Common Shares for investment purposes. In the future, Mr. Darwich will
evaluate his investment in the Resulting Issuer from time to time and may, based on such evaluation, market
conditions and other circumstances, increase or decrease his shareholdings as circumstance s require through
market transactions, private agreements, or otherwise.
A copy of the early warning report filed by Mr. Darwich may be obtained under the Company’s profile on
SEDAR+.
The Todi Project
The Todi P roject consists of one mineral exploration license covering 418 km 2 in the Montserrado and
Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses covering 2,200 km 2 in
Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km 2 . The mineral exploration
license is currently valid until March 2025 and reconnaissance license MRL90000321 was recently
extended and is currently valid until July 25, 2024 . The Todi project is located on and along the prolific
Todi Shear Zone within the West African Craton and accessible via paved and grave l roads for
approximately 21 km from Monrovia, the capital of Liberia. Exploration activities to date have defined five
multi - kilometer long gold in soil anomalies covering a strike length of ~16 km. Current work on the project
is focused on the Arthington target area where diamond drilling has uncovered a potentially significant new
gold discovery. Planned diamond drilling program at Arthington aims to achieve a maiden mineral resource
at a low cost.
Additional Information
For further information regarding the Resulting Issuer or the Transaction, please refer to ShellCo’s Filing
Statement dated November 14, 2023, which is available under the Resulting Issuer’s profile on SEDAR +
at www.sedarplus.com.
For further information, please contact:
David Kol
Chief Executive Officer
Info @zodiac - gold.com
+1 702 - 296 - 1156
Cautionary Note Regarding Forward - Looking Information
This press release contains "forward - looking information" and "forward - looking statements" (collectively,
"forward - looking statements") within the meaning of applicable Canadian securities legislation. All
statements, other than statements of historical fa ct, are forward - looking statements and are based on
expectations, estimates and projections as at the date of this press release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, as sumptions,
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future events or performance (often but not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions,
events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward - looking statements. In this press release, forward - looking
statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the
business of Zodiac and the Resulting Issuer , informat ion concerning the Todi project ; and future press
releases and disclosure. Forward - looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and
other factors that may cau se the actual results and future events to differ materially from those expressed
or implied by such forward - looking statements. Such factors include, but are not limited to: general
business, economic, competitive, political and social uncertainties. Ther e can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on the forward - looking
stateme nts and information contained in this press release. Except as required by law, the Resulting Issuer
assumes no obligation to update the forward - looking statements of beliefs, opinions, projections, or other
factors, should they change.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor
disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press release.
1393 - 3055 - 0025