Zodiac Gold Enters into Exclusivity Agreement with Avesoro Resources

Executive Summary

• Zodiac Gold entered into a 30‑day exclusivity agreement with Avesoro Resources, receiving a US$200,000 exclusivity payment.
• The proposed transaction would see Zodiac transfer its Todi Project exploration licences to Avesoro in exchange for cash and a royalty interest (10% net profit interest or 1% NSR if gold price falls below a benchmark).
• If no definitive agreement is reached, Zodiac may either receive repayment of the exclusivity payment or convert it into common shares at the post‑period closing price, subject to TSX Venture Exchange approval.

Key Details

• Exclusivity Payment: US$200,000 paid by Avesoro to Zodiac Gold.
• Exclusivity Period: 30 days, during which Zodiac will not solicit or negotiate with any third party regarding acquisition, financing, joint venture, or similar transactions.
• Proposed Transaction Terms (subject to definitive agreement):
• Transfer of Zodiac’s mineral exploration licences covering the Todi Project to Avesoro.
• Cash consideration (amount not disclosed).
• Royalty structure:
  • 10% net profit interest royalty on mineral production from the licensed areas, or
  • 1% net smelter returns royalty if gold price falls below an agreed benchmark price.
• Post‑Exclusivity Options for Zodiac:
• Repayment of the US$200,000 exclusivity payment, or
• Conversion of the exclusivity payment into common shares at a price equal to the most recent TSX Venture Exchange closing price after the exclusivity period, subject to exchange approval.
• Avesoro Background (contextual information):
• Largest gold mining company in Liberia; flagship New Liberty Gold Mine processed 4.05 million tonnes in 2024, producing 363,407 oz of gold at a 94.39% recovery rate.
• CEO Comment: David Kol, President & CEO of Zodiac Gold, highlighted Avesoro’s operating success and resources as beneficial for advancing the Todi Project.

Notable Quotes

“We are very pleased to take this important step forward with Avesoro. Their proven operating success, financial resources and deep experience in West Africa place them in a strong position to advance development of the Todi Project for the mutual benefit of both Avesoro and Zodiac Gold.” – David Kol, President & CEO, Zodiac Gold

Materiality Assessment: Material – Positive (the agreement represents a significant step toward a potential strategic transaction that could materially affect Zodiac Gold’s assets, cash flow, and shareholder value).