Zodiac Gold Inc. and 1329306 B.C. Ltd. Announce TSXV Conditional Listing Approval
Zodiac Gold Inc. and 1329306 B.C. Ltd. Announce TSXV Conditional Listing Approval
NOT FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, November 15, 2023 / Accesswire / -- Zodiac Gold Inc. ( “ Zodiac ” ) and 1329306 B.C.
Ltd . ( “ ShellCo ” ) are pleased to announce that the TSX Venture Exchange (the “ TSXV ” ) has
conditionally approved the listing of the shares of the combined company (the “ Resulting Issuer ”) upon
the completion of the proposed reverse takeover of ShellCo by the shareholders of Zodiac (the
“ Transaction ” ), as previously announced in their news releases dated July 5 , 2023 and August 16, 2023.
Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of Zodiac
under the name Zodiac Gold Inc. and will focus on the exploration and potential development of Zodiac ’ s
Todi gold project in Liberia.
“We are thrilled to announce that our company has successfully navigated the regul atory process,
culminating in the conditional approval from the TSX Venture Exchange,” said David Kol, Director and
Chief Executive Officer of Zodiac Gold . “This significant milestone underscores our commitment to
transparency, compliance, and the highest standards of corporate governance. We look forward to
fulfilling the remaining conditions and advancing to the next phase of growth, as we continue to crea te
value for our sh areholders and stakeholders alike. This achievement is a testament to the hard work and
dedication of our exceptional team, and we are excited about the opportunities that lie ahead for our
company. ”
In connection with the Transaction, ShellCo will file a filing statement (the “ Filing Statement ” ) under
ShellCo ’ s profile on SEDAR+. Additional information in respect of the Transaction , the Todi Project,
Zodiac , ShellCo and the Resulting Issuer will be available in the Filing Statement.
Assuming all conditions to the closing of the Transaction and all of the TSXV’s conditional listing
approval conditions are satisfied, Zodiac and ShellCo anticipate completing the Transaction in December
2023 , following which the shares of the Resulting Issuer would commence trading on the TSXV.
In connection with , and as a condition to, the Transaction, ShellCo and Zodiac intend to complete non -
brokered private placement financing s for aggregate gross proceeds of up to approximately $1.5 million
dollar s , with an expected closing date of November 27, 2023 .
The Todi Project
The Todi project 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 Todi project is located
on and along the prolific Todi Shear Zone within the West African Craton and accessible via paved and
gravel 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. Planne d diamond drilling program at Arthington aims to achieve
a maiden mineral resource at a low cost.
For further information, please contact:
Robin McWatt
President, CEO, CFO and Director of ShellCo
+1 (514) 707 - 0481
David Kol
Chief Executive Officer of Zodiac Gold
info@zodiac - gold.com
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 fact, 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, assumptions,
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 t hereof; the
business of Zodiac, information concerning the Todi project, the Zodiac and ShellCo financings; the
proposed directors and officers of the Resulting Issuer; court, shareholder and director; and future press
releases and disclosure. Forward - look ing 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 cause the actual results and future events to differ materi ally 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; and the delay or failure to receive
shareholder, director or regulatory approvals. There 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 statements and
information contained in this press release. Except as required by law, ShellCo assumes no obligation to
update the forward - looking statements of beliefs, opinions, projections, or other factors, should they
change.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV
acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon.
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.