Zodiac Gold Announces Closing of First Tranche of Non-Brokered Private Placement

Toronto, Ontario--(Newsfile Corp. - May 23, 2024) - Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that, further to the Company's news release dated May 6^th, 2024, it has closed the first tranche of its previously announced private placement (the "Offering") for gross proceeds of approximately CAD$301,740 (the "First Tranche"). The net proceeds of the First Tranche will be used for exploration of the Company's Todi gold project and for working capital purposes.

Pursuant to the first tranche closing of the Offering, the Company issued 3,017,400 units of the Company (each a "Unit") at a price of CAD$0.10 per Unit. Each Unit consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a "Warrant Share") at a price of CAD$0.20 per Warrant Share until the date which is 24 months following the closing date of the first tranche of the Offering.

All securities issued pursuant to the first tranche closing of the Offering, including Common Shares issuable upon the exercise of Warrants, are and will be subject to a hold period of four months and one day after the date of closing of the first tranche of the Offering. The first tranche closing and any subsequent tranches of the Offering remain subject to TSXV final approval.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. 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.

Insider Participation

An insider participated in the first tranche closing of the Offering and subscribed for an aggregate of 1,366,100 Units for a total of approximately CAD$136,610. 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 has relied 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 the fair market value (as determined under MI 61-101) of the Units acquired by the insider and the consideration paid by such insider does not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the first tranche closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the first tranche closing of the Offering in an expeditious manner.

Early Warning Disclosure

In accordance with the requirements of National Instrument 62-103, John Esopa announces that he has filed an early warning report related to his acquisition of 1,366,100 Common Shares and 1,366,100 Warrants pursuant to the first tranche closing of the Offering, for a total purchase price of CAD$136,610. Prior to the Offering, Mr. Esopa owned 7,570,180 Common Shares and 4,074,073 Warrants, which represented approximately 9.9% of the then Common Shares outstanding on an undiluted basis and 14.4% on a partially diluted basis, assuming the exercise of the 4,074,073 Warrants. Following the first tranche closing of the Offering, Mr. Esopa now owns 8,936,280 Common Shares and 5,440,173 Warrants, representing approximately 11.2% of the Common Shares outstanding on an undiluted and 16.9% on a partially diluted basis, assuming the exercise of the 5,440,173 Warrants.

Mr. Esopa had acquired the Common Shares and Warrants for investment purposes. In the future, Mr. Esopa 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. Esopa may be obtained under the Company's profile on SEDAR+.

About Zodiac Gold

Zodiac Gold Inc. (TSXV: ZAU) is a West-African gold exploration company focused on its flagship Todi Project situated in Liberia-an underexplored, politically stable, mining-friendly jurisdiction hosting several large-scale gold deposits. Strategically positioned along the fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold opportunity covering a vast 2,316 km² 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 gold 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-Looking Information

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", "schedule", "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 fact 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 assumptions. 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, events, 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.

NOT FOR DISSEMINATION IN THE UNITED STATES

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