Zodiac Gold announces an exclusive agreement and exploration financing

Vancouver, British Columbia – (Newsfile Corp. – September 30, 2024) – Zodiac Gold Inc. (TSXV: ZAU) (“Zodiac gold“or”Business“) is pleased to announce that it has entered into an exclusive agreement (“Exclusive contract“) from Mable and Fable Limited (“Mable and Bajka“or”Investor“), an arm’s length private equity group focused on investments in West Africa across a variety of sectors, including natural resources, banking, real estate, agriculture and infrastructure.

Pursuant to the Exclusivity Agreement, Zodiac Gold agreed to conduct negotiations only with the Investor until December 31, 2024 regarding a potential investment or strategic transaction between Zodiac Gold and the Investor. In return, the Investor agreed to pay the Company a deposit of USD 2 million (“Deposit“), of which $1 million will be funded immediately and $1 million will be funded within 30 days.

Zodiac Gold will use the Deposit to finance exploration activities at its Todi Project and areas containing newly acquired exploration licenses, as well as for general working capital purposes. If Zodiac Gold and the Investor enter into a definitive agreement for the potential transaction by December 31, 2024, the Deposit will be applied to amounts due from the Investor in accordance with the terms of the definitive agreement. If Zodiac Gold and the Investor do not enter into a definitive agreement by December 31, 2024, the deposit (converted to Canadian dollars based on an F/X rate of USD 1.00 = CAD 1.35) will be converted into shares of Zodiac Gold common stock at at a price of C$0.30 per share.

The conversion of the Deposit into shares requires the consent of the TSXV. All shares issued as a result of the conversion of the Deposit will be subject to a statutory holding period of four months and one day from the date of issue. The Investor also agreed that he would not transfer any shares issued as a result of the exchange of the Deposit without the prior consent of the Company for a period of 12 months from the date of issue.

Comment of the Management Board

David Kol, president and CEO of Zodiac Gold, commented: “This exclusive agreement represents a significant step forward for Zodiac Gold. By partnering with Mable and Fable, we are joining forces with a group that shares our vision to unlock the potential of our Todi project and the broader land package. This transformational investment reflects the true value we have built in our assets and the exciting exploration opportunities that lie ahead. With this funding, we will accelerate work on key targets where early results show strong promise Resource Base We are focused on delivering significant discoveries and I believe we are well positioned to make progress towards realizing the full potential of our district-scale capabilities in Liberia “.

About Mable and Fable

Mable and Fable is the lead developer and investor behind a €10 billion diaspora development project in Abuja, Nigeria. Their willingness to invest in gold and iron ore mining, as well as future steel processing and production, is part of their expansive infrastructure development program in Nigeria and Africa as a whole. With affiliate offices in the UK, Germany and Nigeria, Mable and Fable brings extensive experience in supporting growth-stage resource ventures, strengthening our shared vision of unlocking significant value in the region.

About the Zodiac Gold

Zodiac Gold Inc. (TSXV: ZAU) is a West African exploration company focused on its flagship Todi project located in Liberia, an underexplored, politically stable and mining-friendly jurisdiction that is home to several large gold and iron ore deposits. Strategically positioned along the prolific Todi Shear Zone, Zodiac Gold is developing district-scale opportunities covering an extensive area of ​​2,316 km² land package. The Todi project has gold and iron deposits both at surface and depth, with high-grade gold interceptors and multiple drill-ready targets.

For more information, visit the Zodiac Gold website at www.zodiac-gold.com or contact:

Neither the 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.

Forward-looking information

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation.

Forward-looking statements include predictions, projections and projections and are often, but not always, identified by words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”. ”, “potential”, “project”, “goal”, “schedule”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “may” occur or be achieved and other similar expressions and includes their negatives. All statements other than statements of historical fact contained in this release, including, without limitation, statements regarding the Company’s planned exploration and drilling programs and the potential significance of results, are forward-looking statements and involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and that actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of important factors and assumptions. Important factors that could cause actual results to differ materially from the Company’s expectations include actual exploration results, changes in project parameters as plans are 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, regulatory defects, timely availability of personnel, materials and equipment, accidents or equipment failures, delays in obtaining governmental permits, unforeseen environmental impacts on operations and cleanup costs the same, and other exploration risks or other risks detailed herein and from time to time in the Company’s filings with securities regulatory authorities. 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 expected . There can be no assurance that forward-looking statements will prove to be accurate and readers are cautioned not to place undue reliance on forward-looking statements.