Zodiac Gold Announces Shares for Debt Settlement

Vancouver, British Columbia--(Newsfile Corp. - May 5, 2025) -  Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West- African gold exploration company, is pleased to announce further to the Company's news release dated March 14, 2025, that it has received final approval to settle an aggregate of CAD$243,210 owing to certain creditors of the Company by issuing a total of 3,474,429 common shares to them at a price of CAD$0.07 per common share (the "March 2025 Debt Settlement").

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 3,165,643 common shares pursuant to the March 2025 Debt Settlement for a total purchase price of CAD$221,595. Prior to the March 2025 Debt Settlement, Mr. Esopa owned 8,936,280 common shares and 1,458,692 warrants, which represented approximately 8.8% of the common shares outstanding at that time on an undiluted basis, and 10.2% on a partially diluted basis, assuming the exercise of the 1,458,692 warrants. Following the March 2025 Debt Settlement issuance, Mr. Esopa now owns 12,101,923 common shares and 1,458,692 warrants, representing approximately 11.5% of the common shares outstanding on an undiluted and 12.9% on a partially diluted basis, assuming the exercise of the 1,458,692 warrants. Mr. Esopa had acquired the common shares 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 and iron ore deposits. Strategically positioned along the fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold opportunity with additional iron ore potential, covering a vast 2,316 km2 land package. The Todi gold project has undergone de-risking, showcasing proven gold occurrences at both surface and depth, with five drill-ready targets, of which two have been drilled and high-grade gold intercepts.