Zodiac Gold arranges $4-million private placement

Executive Summary

• Zodiac Gold Inc. has announced a non-brokered Listed Issuer Financing Exemption (LIFE) offering of up to 20 million units at $0.20 per unit, raising gross proceeds of up to C$4.0 million.
• The proceeds are designated primarily to fund a diamond drilling program at the Ben Ben target within the Todi gold project in Liberia, with additional funds allocated for technical studies and general working capital.
• The transaction is a related party transaction involving subscriptions from insiders and advisory board member Brett Richards, who has committed $200,000.

Key Details

• Offering Structure: Non-brokered LIFE offering of up to 20 million units.
• Price: $0.20 per unit.
• Gross Proceeds: Up to C$4.0 million.
• Unit Composition: Each unit consists of one common share and one-half of one non-transferable common share purchase warrant.
• Warrant Terms: Each warrant is exercisable for one additional common share at an exercise price of $0.30. Warrants are exercisable for 36 months from the closing date.
• Use of Proceeds: Primarily for a diamond drilling program at the Ben Ben target to expand resource development and test priority targets along strike and at depth; also for other exploration activities, technical studies, and general working capital.
• Regulatory Context: Offered under the Listed Issuer Financing Exemption (LIFE) under Part 5A of National Instrument 45-106.
• Hold Periods: Securities sold to Canadian resident subscribers are not subject to a hold period under Canadian securities laws. Insiders and certain consultants participating in the offering are subject to a four-month hold period per TSX-V policies.
• Related Party Transaction: The offering is classified as a related party transaction under Multilateral Instrument 61-101.
  • Brett Richards (newly appointed advisory board member) has committed to subscribing for $200,000 of units.
  • Other insiders are expected to participate.
  • The company relies on exemptions from formal valuation and minority shareholder approval requirements under MI 61-101 sections 5.5(b) and 5.7(1)(a).
• Closing Conditions: Subject to regulatory approvals, including TSX-V approval.
• Timeline: Closing will occur in tranches, with the final closing expected no later than February 26, 2026.
• Technical Report: The company is concurrently advancing an updated NI 43-101 technical report by Dr. John Arthur, which will incorporate recent exploration results and define priority targets.

Notable Quotes

• "Management believes Ben Ben represents a scalable discovery opportunity with the potential to materially enhance the company's valuation through continued exploration success."
• "Management believes this work [updated technical report] will provide a strong technical foundation for continued resource growth and support a meaningful valuation rerating as drilling progresses."