January 25, 2024 – TheNewswire - VANCOUVER, BRITISH COLUMBIA) – Zodiac Gold Inc. (formerly 1329306 B.C. Ltd.) (the “Company” or the “Resulting Issuer”) is pleased to announce that the Company has completed its previously announced transaction (the “Transaction”) with Zodiac Gold Inc. (“Zodiac PrivCo”), pursuant to an arrangement agreement (the “Arrangement Agreement”) dated August 15th, 2023 between the Company and Zodiac PrivCo. The Company acquired all of the issued and outstanding common shares of Zodiac PrivCo (the “Zodiac PrivCo Shares”) by way of a court-approved plan of arrangement in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia). Concurrent with the completion of the Transaction, the Company has changed its name to “Zodiac Gold Inc.” and Zodiac PrivCo has changed its name to “1251351 B.C. Ltd.”

In connection with the completion of the Transaction, the Company has received final approval from the TSX Venture Exchange (the “TSXV”) for the listing of the common shares in the capital of the Company (the “Common Shares”). It is anticipated that the Common Shares will commence trading on the TSXV on or about January 29, 2024 under the symbol "ZAU". In connection with the Transaction and pursuant to TSXV requirements, the Company previously filed a Filing Statement dated November 14, 2023 on SEDAR+ under the Company's issuer profile at www.sedarplus.com..

The Transaction

Pursuant to the Arrangement Agreement, the Company acquired all of the outstanding common shares of Zodiac PrivCo (the “Zodiac PrivCo Shares”) in exchange for Common Shares on a one-for-one basis at a deemed price of $0.18 per share. Upon closing of the Transaction (“Closing”) 55,586,045 Common Shares were issued as consideration for the 55,586,045 Zodiac PrivCo Shares that were issued and outstanding immediately prior to closing of the Transaction. In addition, all of the outstanding unexercised warrants in the capital of Zodiac PrivCo (the "Zodiac PrivCo Warrants") and all of the outstanding unexercised stock options in the capital of Zodiac PrivCo (the "Zodiac PrivCo Options") were exchanged for options and warrants to acquire Common Shares having equivalent terms on a one-for-one basis. Following closing of the Transaction, there are a total of 76,786,813 Common Shares, 6,065,000 Common Share options and 30,201,173 Common Share warrants issued and outstanding.

The board of directors of the Company was reconstituted in conjunction with the completion of the Transaction such that it now consists of four directors: David Kol, Douglas Cater, Graham Warren, Mark Kol. In addition, management of the Company was reconstituted such that it now consists of David Kol, President & CEO, Peter Granata as CFO, Efdal Olcer as Vice President of Exploration, and Sherry Siu as Corporate Secretary.

Management Commentary

David Kol, President & CEO of Zodiac Gold, stated "The closing of the RTO marks a significant milestone for Zodiac Gold. We sincerely thank our shareholders and team for their support and commitment, which has ultimately allowed us to achieve this milestone. We are now positioned as an emerging junior gold company with the required working capital to expeditiously advance exploration of the Todi Project. Going forward, we will seek to leverage our extremely strong and proven team to deliver significant long-term value for our shareholders, stakeholders and the communities in which we operate.”

 

Concurrent Financings

Prior to closing the Transaction, on January 16, 2024 and December 20, 2023, the Company and Zodiac PrivCo completed non-brokered private placements (the “Company Financing” and the “Zodiac PrivCo Financing”, respectively). 14,366,768 Common Shares were issued in connection with the Company Financing at a price of $0.10 per share for gross proceeds of $1,436,676 and 351,851 units (each unit consisting of one Zodiac PrivCo Share and one-half of one warrant to purchase a Zodiac PrivCo Share at a price of $0.25 per share for two years) were issued in connection with the Zodiac PrivCo Financing at a price of $0.18 or US$0.135 per unit for gross proceeds of $63,333, resulting in aggregate combined gross proceeds of $1,500,010. In connection with the Company Financing, a finder's fee of $9,100 was paid and 91,000 common share purchase warrants ("Finders Warrants") were issued. The Finder Warrants have an exercise price of $0.18 and a term of 12 months.

David Kol, the Chief Executive Officer and a director of Zodiac PrivCo and of the Company, purchased 4,000,000 Common Shares in the Company Financing. All of these Common Shares, together with the 8,964,145 Common Shares issued to Mr. Kol and his spouse pursuant to the Transaction, have been escrowed for 36 months in accordance with TSXV policies, with 10% of the shares to be released from escrow at the time of the final TSXV bulletin relating to the Transaction and an additional 15% of the shares released every six months thereafter.

The net proceeds of the Company Financing and the Zodiac PrivCo Financing will be used to satisfy costs related to the Transaction, to fund exploration and other expenses related to the Todi Project and, to fund the Company’s working capital requirements.

Early Warning Disclosure

David Kol

In accordance with the requirements of National Instrument 62-103, David Kol announces that he has filed an early warning report related to his acquisition of Common Shares and Common Share stock options pursuant to the Transaction.

Mr. Kol acquired 8,154,125 Common  Shares in exchange for his Zodiac PrivCo Shares pursuant to the Transaction at a deemed price of $0.18 per share as well as 1,1250,000 Company stock options in exchange for his Zodiac PrivCo Options. Prior to the acquisition of these shares (and after giving effect to the completion of the Company Financing), Mr. Kol owned 4,000,000 Common Shares, representing approximately 18.9% of the outstanding Common Shares immediate prior to the completion of the Transaction. After giving effect to the Transaction, Mr. Kol owns a total of 12,154,125 Common Shares, representing approximately 15.8% of the outstanding Common Shares. Mr. Kol also holds 1,125,000 options to purchase Common Shares.

Mr. Kol acquired the Common Shares for investment purposes. In the future, Mr. Kol 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. Kol may be obtained under the Company's profile on SEDAR+.

John Esopa

In accordance with the requirements of National Instrement 62-103, John Esopa announces that he has filed an early warning report related to his acquisition of Common Shares and Common Share warrants pursuant to the Transaction.  

Mr. Esopa acquired 4,729,180 Common Shares in exchange for his Zodiac PrivCo Shares pursuant to the Transaction at a deemed price of $0.18 per share, and 4,074,073 Common Share warrants in exchange for his Zodiac PrivCo Warrants. Prior to the acquisition of these shares and warrants, Mr. Esopa owned 2,841,000 Common Shares, representing approximately 13.4% of the outstanding Common Shares immediately prior to the completion of the Transaction.  After giving effect to the Transaction, Mr. Esopa owns a total of 7,570,180 Common Shares, representing approximately 9.9% of the outstanding Common Shares.  Mr. Esopa also holds 4,074,073 warrants to purchase Common Shares.

Mr. Esopa acquired the Common Shares for investment purposes. In the future, Mr. Esopa will evaluate his investment in the Resulting Issuer 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+.

Carole Habib

In accordance with the requirements of National Instrement 62-103, Carole Habib announces that she has filed an early warning report related to her acquisition of Common Shares and Common Share warrants pursuant to the Transaction.  

Ms. Habib acquired 1,481,481 Common Shares in exchange for her Zodiac PrivCo Shares pursuant to the Transaction at a deemed price of $0.18 per share, and 1,481,481 Common Share warrants in exchange for her Zodiac PrivCo Warrants. Prior to the acquisition of these shares and warrants, Ms. Habib owned 2,680,000 Common Shares, representing approximately 12.6% of the outstanding Common Shares immediately prior to the completion of the Transaction.  After giving effect to the Transaction, Ms. Habib owns a total of 4,161,481 Common Shares, representing approximately 5.4% of the outstanding Common Shares.  Ms. Habib also holds 1,481,481 Common Share warrants.

Ms. Habib acquired the Common Shares for investment purposes. In the future, Ms. Habib will evaluate her investment in the Resulting Issuer from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease her shareholdings as circumstances require through market transactions, private agreements, or otherwise.

A copy of the early warning report filed by Ms. Habib may be obtained under the Company’s profile on SEDAR+.

Sami Darwich

In accordance with the requirements of National Instrement 62-103, Sami Darwich announces that he has filed an early warning report related to his acquisition of common shares and warrants pursuant to the Transaction.  

Mr. Darwich acquired 2,222,222 Common Shares in exchange for his Zodiac PrivCo Shares pursuant to the Transaction at a deemed price of $0.18 per share, and 1,111,111 Common Share warrants in exchange for his Zodiac PrivCo warrants. Prior to the acquisition of these shares and warrants, Mr. Darwich owned 2,680,000 Common Shares, representing approximately 12.6% of the outstanding Common Shares immediately prior to the completion of the Transaction.  After giving effect to the Transaction, Mr. Darwich owns a total of 4,902,222 Common Shares, representing approximately 6.4% of the outstanding Common Shares. Mr. Darwich also holds 1,111,111 Common Share warrants.

Mr. Darwich acquired the Common Shares for investment purposes. In the future, Mr. Darwich will evaluate his investment in the Resulting Issuer 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. Darwich may be obtained under the Company’s profile on SEDAR+.

The Todi Project

The Todi Project consists of one mineral exploration license covering 418 km2 in the Montserrado and Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses covering 2,200 km2 in Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km2. The mineral exploration license is currently valid until March 2025 and reconnaissance license MRL90000321 was recently extended and is currently valid until July 25, 2024. The Todi project is located on and along the prolific Todi Shear Zone within the West African Craton and accessible via paved and gravel roads for approximately 21 km from Monrovia, the capital of Liberia. Exploration activities to date have defined five multi-kilometer long gold in soil anomalies covering a strike length of ~16 km. Current work on the project is focused on the Arthington target area where diamond drilling has uncovered a potentially significant new gold discovery. Planned diamond drilling program at Arthington aims to achieve a maiden mineral resource at a low cost.

Additional Information

For further information regarding the Resulting Issuer or the Transaction, please refer to ShellCo’s Filing Statement dated November 14, 2023, which is available under the Resulting Issuer’s profile on SEDAR+ at www.sedarplus.com.

For further information, please contact:

David Kol
Chief Executive Officer
Info@zodiac-gold.com
+1 702-296-1156

Cautionary Note Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of Zodiac and the Resulting Issuer, information concerning the Todi project; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Resulting Issuer assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

  

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