Zodiac Gold Announces Update to Closing of Non-Brokered Private Placement

Executive Summary

• Zodiac Gold Inc. closed its previously announced non-brokered private placement on June 24, 2026, raising C$5.6 million in gross proceeds.
• The offering consisted of 16,000,000 units priced at C$0.35 per unit, with each unit comprising one common share and one-half of a common share purchase warrant.
• The warrants carry a 24-month term with a C$0.54 exercise price and include an acceleration feature triggered if the 30-day VWAP exceeds C$0.65 after four months.

Key Details

• Gross Proceeds: C$5,600,000
• Units Issued: 16,000,000 units at C$0.35 per unit
• Warrant Terms: Each unit includes 0.5 warrant; each whole warrant entitles the holder to acquire one common share at C$0.54 per share for 24 months from issuance.
• Acceleration Feature: If the 30-day volume weighted average share price exceeds C$0.65 after four months, the company must accelerate the warrant expiry date, giving holders 30 days to exercise.
• Finder’s Fees: C$143,602.20 paid in cash, plus 398,860 non-transferable compensation warrants issued to the finder.
• Compensation Warrant Terms: Exercise price of C$0.35 per share, 24-month term from issuance.
• Insider Participation: An insider subscribed for 55,399 units totaling C$19,389.65, classified as a related party transaction under MI 61-101.
• Statutory Hold Period: All securities issued in the offering are subject to a statutory hold period of four months and one day from the date of issuance.
• Regulatory Status: The offering remains subject to final approval by the TSX Venture Exchange.