Zodiac Gold Announces Upsizing of Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - April 23, 2025) - Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that due to investor demand, it has upsized its previously announced non-brokered private placement on February 6, 2025, from CAD $1,000,000 to approximately CAD $1,107,926.

The proceeds from the financing will be used to advance the Company's exploration activities, support corporate development initiatives, and for general working capital purposes. The Company anticipates closing the private placement by the end of April 2025, subject to final regulatory approvals and customary closing conditions.

David Kol, CEO of Zodiac Gold, commented: "The upsizing of this financing reflects the growing confidence in Zodiac Gold's vision and the strength of our upcoming exploration strategy. We are grateful for the continued support from both existing and new investors and look forward to delivering on our growth objectives."

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 Offering and subscribed for an aggregate of 535,714 Units for a total of approximately CAD$37,500. 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 with respect to the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.