Zodiac Gold Announces Terms of Subscription Receipt Financing

Toronto, Ontario--(Newsfile Corp. - December 14, 2022) - Zodiac Gold Inc. ("Zodiac"), a private mineral exploration company with a 100% interest in the Mount Coffee Project located in the Republic of Liberia, is pleased to announce the terms of a private placement launched in connection with the previously announced proposed business combination with Atlas One Capital Corporation (TSXV: ACAP.P) ("Atlas One"), a capital pool company listed on the TSX Venture Exchange ("TSXV").

As disclosed in Atlas One's press release dated November 8, 2022, Zodiac and Atlas One have entered into a binding letter agreement in respect of a proposed business combination transaction pursuant to which Atlas One will acquire all of the issued and outstanding securities of Zodiac in exchange for shares of Atlas One (the "RTO"). The RTO will constitute Atlas One's Qualifying Transaction under the policies of the TSXV. Upon completion of the RTO, Zodiac will become a wholly owned subsidiary of Atlas One. Atlas One will be renamed and carry-on Zodiac's business as a publicly traded reporting issuer listed on the TSXV (the "Resulting Issuer").

In connection with the RTO, Zodiac has commenced a brokered private placement of subscription receipts ("Subscription Receipts") at a price of CAD $0.25 per Subscription Receipt to raise gross proceeds of at least CAD $3.5 million (the "Concurrent Financing"). The proceeds of the Concurrent Financing will be held in escrow by a third-party escrow agent pending closing of the RTO, at which time each Subscription Receipt will automatically be exchanged for a unit in Zodiac (a "Unit") with each Unit consisting of one common share of Zodiac and one-half of one common share purchase warrant of Zodiac exercisable at price of CAD $0.375 per share for up to 24 months following the date on which the proceeds of the Concurrent Financing are released from escrow. These common shares and warrants will then immediately be exchanged for common shares and warrants of the Resulting Issuer pursuant to the terms of the RTO. M Partners (lead agent) and Foundation Markets are acting as agents in connection with the Concurrent Financing (the "Agents").

In the interim, Zodiac has launched a non-brokered private placement of Units to raise gross proceeds of up to CAD $250,000 under terms similar to the Concurrent Financing (the "Interim Financing"), except that the warrants will be exercisable until the later of 36 months from the closing of the Interim Financing or 24 months following the date on which the proceeds of the Concurrent Financing are released from escrow. The proceeds of Interim Financing will be available to Zodiac immediately, prior to completion of the RTO, to fund ongoing operations.

The Agents will be paid a cash commission equal to 7% of the gross proceeds of the Concurrent Financing (the "Cash Commission"), provided that a commission of 3.5% will be paid in respect of sales to identified investors set out on a president's list provided by Zodiac to the Agents (the "President's List Purchasers"). The Agents will also receive broker warrants (the "Broker Warrants") exercisable into that number of Zodiac common shares as is equal to 7% of the total number of Subscription Receipts issued pursuant to the Concurrent Financing (3.5% in respect of Subscription Receipts issued to the President's List Purchasers). Each Broker Warrant will be exercisable at CAD $0.25 per share for up to 24 months following the date on which the proceeds of the Concurrent Financing are released from escrow. Zodiac has also agreed to pay the Agent's reasonable expenses incurred in connection with the Concurrent Financing.

Zodiac intends to use the proceeds of the Concurrent Financing to fund exploration and development of its 418 km² flagship Mount Coffee Project and for working capital and general corporate purposes. Completion of the RTO is subject to several closing conditions, including approval of the TSXV and the completion of the Concurrent Financing. All Zodiac securities issued pursuant to the Concurrent Financing will initially be subject to a statutory four month hold period in accordance with Canadian securities legislation, but the Resulting Issuer securities issued in exchange for Zodiac securities pursuant to the RTO are not expected to be subject to a statutory hold period.

Commenting on the RTO and Concurrent Financing, David Kol, Zodiac CEO, stated: "It has always been our intention to provide our shareholders with best opportunity possible to realize returns on their investments in Zodiac. Taking Zodiac public is very much in line with that goal and will allow us to attract capital from a broader investor base. This financing will enable Zodiac to launch a new drill program that will build upon the Phase One program completed earlier this year, which has already indicated significant gold mineralization at our Flagship Mount Coffee project. We are pleased with the interest from the market thus far and are looking forward to a swift and successful capital raise."

About Zodiac Gold Inc.

Zodiac is a private mineral exploration company incorporated under the laws of the Province of British Columbia which has an 100% interest in the Mount Coffee Project located in the Republic of Liberia along with two reconnaissance licenses. The Mount Coffee project consists of one mineral exploration license covering 418 km² in the Montserrado and Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses covering 2,200 km² in Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km². The Mount Coffee 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. Work to date has defined five multi-km long gold soil anomalies with a defined strike length of ~16 km. Current work is focused on the Arthington target area where 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.

About M Partners

M Partners is an independent, full-service investment bank located in Toronto, whose team of investment professionals perform significant investment banking activity including lead mandates, underwriting syndicates, mergers and acquisitions, valuations and fairness opinions and restructurings. M Partners has participated in over $4.5 billion of financings across a variety of sectors.

About Foundation Markets

Foundation Markets is a leading Toronto-based independent merchant & investment bank focused on providing capital raising solutions and capital markets advisory services to emerging growth companies. Foundation Markets' investment banking team has combined previous experience acting for over $100 million in corporate transactions.

For More Information
Please contact:
David Kol
CEO
Direct: +1 (702) 296-1155
E-Mail: davidkol@zodiac-gold.com

The securities described in this press release, and the securities into which they may be converted or exchanged, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the RTO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information and Statements

This news release contains statements that are "forward-looking information" as defined under Canadian securities laws ("forward-looking statements"). These forward-looking statements are often identified by words such as "intends", "anticipates", "expects", "believes", "plans", "likely", or similar words. Specifically, this news release includes forward-looking statements regarding the RTO, the completion of, and the terms and conditions of, the Concurrent Financing and the Mount Coffee Project. The forward-looking statements reflect Zodiac's expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Zodiac believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward looking statements. Among the key factors that could cause actual results to differ materially: whether the parties are successful in negotiating and entering a definitive agreement for RTO, whether they are able to obtain all necessary regulatory approvals for the RTO and whether they are able to satisfy the listing conditions for the listing of the common shares of the Resulting Issuer on the TSXV; whether they are able to complete the Concurrent Financing; and whether they are able to obtain all shareholder and third party consents necessary to complete the RTO.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

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