Zodiac Gold Announces Final Closing of Oversubscribed Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that it has closed the second and final tranche of its non-brokered private placement (the "Offering") pursuant to its news release dated February 6, 2025. The Company originally planned to raise gross proceeds of CAD$1,000,000 under the Offering, but due to increased investor demand, the Company subsequently increased the size of the Offering to 16,470,380 units and completed it for total gross proceeds of CAD$1,152,926.62. The Company intends to use the net proceeds to continue exploration and drilling at its flagship Todi Gold Project, and for working capital purposes.

David Kol, CEO of Zodiac Gold, commented: "We are extremely pleased with the strong investor support shown through this oversubscribed financing, which exceeded our original target. The proceeds will allow us to advance drilling at the Todi Gold Project, where we continue to see strong indications of high-grade gold potential. With the backing of insiders, as well as new and existing shareholders, we remain committed to unlocking the district-scale opportunity that Todi represents."

Closing of Offering

The Company closed the Offering with the issuance of 16,470,380 units (the "Units") at a price of CAD$0.07 per Unit. Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") at a price of CAD$0.12 per Warrant Share for a period of 24 months following the closing date of each tranche. The Company issued 16,470,380 Common Shares and 16,470,380 Warrants for the Offering for total gross proceeds of CAD$1,152,926.62.

On March 18, 2025, the Company closed the first tranche of the Offering, issuing 5,775,857 Common Shares and 5,775,857 Warrants for gross proceeds of CAD$404,310.01. On May 5, 2025, the Company completed the second tranche with the issuance of 10,694,523 Common Shares and 10,694,523 Warrants for the gross proceeds of CAD$748,616.61. No finder fees were paid in connection with this Offering.

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 news release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.