Zodiac Gold Announces Proposed New Debt Settlement, Completion of Prior Debt Settlement and Share Purchase Warrant Price Amendment

Vancouver, British Columbia--(Newsfile Corp. - March 14, 2025) - Zodiac Gold Inc. (TSX.V: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that the Company intends to settle C$243,210 owing to creditors of the Company in respect of an outstanding unsecured loan and payables owing to the creditors in consideration for the issuance of 3,474,429 common shares of the Company (the "Shares") at a deemed price of C$0.07 per Share (the "Debt Settlement"). Completing the debt settlement is subject to receiving all necessary approvals, including but not limited to the TSX Venture Exchange ("TSXV"). The Company's board of directors has determined that it is in the Company's best interests to settle the outstanding debt through the issuance of Shares to preserve the Company's cash for working capital purposes.

Distribution of prior Debt Settlement Shares and Amendment of Warrants Pricing

Further to the Company's news release dated February 6, 2025, the Company has issued 2,377,504 Shares at a deemed price of C$0.07 per Share to settle a total indebtedness of C$166,425.30, to David Kol and certain service providers of the Company (the "February Debt Settlement"). In addition, the Company has received TSXV approval to amend the share purchase warrant price from C$0.15 to C$0.12, for the 1,230,000 share purchase warrants related to the December 31, 2024, non-brokered private placement.

Early Warning Disclosure

In accordance with the requirements of National Instrument 62-103, David Kol announces that he has filed an early warning report related to his debt conversion of CAD$71,280 to 1,018,286 Shares as part of the February Debt Settlement. Prior to the February Debt Settlement, Mr. Kol owned 13,670,274 Shares and 1,125,000 stock options, which represented approximately 14.6% of the then Shares outstanding on an undiluted basis and 12.8% on a partially diluted basis, assuming the exercise of the 1,125,000 stock options. Following the February Debt Settlement, Mr. Kol will own 14,688,560 Shares and 1,125,000 stock options, representing approximately 15.7% of the Shares outstanding on an undiluted and 13.7% on a partially diluted basis, assuming the exercise of the 1,125,000 stock options.