Zodiac Gold extends exclusivity period with Avesoro

Executive Summary

• Zodiac Gold Inc. has extended the exclusivity period with Avesoro Resources Inc. by 30 days to finalize terms for a potential strategic transaction involving the transfer of Zodiac's Todi project mineral exploration licenses.
• The proposed transaction involves Zodiac transferring its licenses to Avesoro in exchange for a cash payment and a tiered royalty structure: a 10% net profit interest royalty on mineral production, or a 1% net smelter return (NSR) royalty if the gold price falls below an agreed benchmark.
• Zodiac Gold has engaged Evans & Evans Inc. to provide an independent fairness opinion to its board of directors regarding the proposed deal.

Key Details

• Exclusivity Extension: The exclusivity period in favor of Avesoro Resources Inc. has been extended for an additional 30 days to allow time to finalize the definitive agreement.
• Transaction Structure:
  • Asset Transfer: Zodiac Gold will transfer its mineral exploration licenses covering the Todi project to Avesoro.
  • Consideration:
    • Cash payment.
    • 10% net profit interest royalty on mineral production from the licensed areas.
    • Alternative royalty: 1% net smelter return (NSR) royalty if the gold price falls below an agreed benchmark price.
• Advisory: Evans & Evans Inc. has been engaged as a financial advisory firm to provide an independent fairness opinion to the board of directors.
• Project Context: The Todi project is a 2,316-square-kilometre land package in Liberia, featuring gold mineralization at surface and depth, with five drill-ready targets (two drilled with high-grade intercepts).

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