Zodiac Gold's exclusivity period with Avesoro ends

Executive Summary

• Zodiac Gold Inc. announces the conclusion of its exclusivity period with Avesoro Resources without the execution of a definitive agreement, citing that the proposed transaction was not in the best interests of the company or shareholders given current market conditions.
• The company will pivot its strategy to focus on defining and expanding resources at its Todi gold project through an extensive drilling program, aiming to deliver increased shareholder value.
• Zodiac Gold intends to repay the $200,000 USD exclusivity payment to Avesoro by issuing 1,191,489 common shares, subject to TSX Venture Exchange approval and a four-month-and-one-day hold period.

Key Details

• Transaction Status: Exclusivity period with Avesoro Resources ended without a definitive agreement.
• Strategic Shift: Board unanimously supports focusing on resource development drilling at the Todi gold project rather than proceeding with the Avesoro transaction.
• Repayment Mechanism: To satisfy the obligation to repay the $200,000 USD exclusivity payment, Zodiac Gold will issue 1,191,489 common shares to Avesoro.
• Share Calculation Basis:
  • Exchange Rate: $1.4 USD : $1 CAD (Bank of Canada rate on Oct. 9, 2025).
  • Share Price: 23.5 cents CAD (Closing price on TSX-V on Dec. 18, 2025).
• Regulatory Conditions: Issuance of shares is subject to receipt of TSX Venture Exchange approval.
• Hold Period: The common shares issued to Avesoro are subject to a four-month-and-one-day hold period under Canadian securities laws.
• Future Relations: Zodiac Gold remains open to working with Avesoro in the future under different circumstances.

Notable Quotes

• "We have decided to focus on defining and expanding the potential resources at the Todi gold project via an extensive resource development drilling program. After extensive negotiations with Avesoro and taking into account the current unprecedented gold price environment, the Zodiac Gold's board unanimously supports this strategy, which it believes provides a better opportunity for delivering increased shareholder value, particularly in light of recent technical progress and upcoming exploration catalysts." — David Kol, CEO