Zodiac Gold Announces Extension of Non-Brokered Private Placement
March 17, 2025 4:00 PM EDT | Source: Zodiac Gold Inc.
Vancouver, British Columbia--(Newsfile Corp. - March 17, 2025) - Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West- African gold exploration company, is pleased to announce that it has received an extension from the TSX Venture Exchange ("TSXV") with respect to the duration of its previously announced non-brokered private placement on February 6, 2025, (the "Offering"). The outside date of the Offering has been extended until April 14, 2025. The net proceeds of the Offering will be used to launch our Phase III infill drill program at the Arthington target, advance exploration across the Company's three exploration licenses, and for general working capital purposes.
The terms of the Offering remain the same, with the Company intending to issue up to 14,285,715 Units at a price of C$0.07 per Unit (the "Issue Price") for gross proceeds up to C$1,000,000.05. Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at an exercise price of C$0.12 per Warrant Share for a period of 24 months following the closing of the Offering.
Hold Period
The securities issued pursuant to the Offering shall be subject to a four-month plus one-day hold period commencing on the day of the closing of the Offering under the applicable TSXV policies.
Finders Fees
Finders' fees may be paid in connection with the Offering to finders as determined by mutual agreement between the Company and the finders, subject to the approval of the TSXV. The finders' fee shall consist of a cash fee of up to seven percent (7.0%) of the gross proceeds of the Offering raised by the finder and up to 7.0% in finders warrants (the "Finder Warrants") of the aggregate number of Units placed by such finders. Each Finder Warrant will entitle the holder thereof to purchase one Common Share at the Issue Price and will be exercisable for a period of 24 months from the closing of the Offering.
Insider Participation
Certain directors of the Company are expected to acquire Units under the Offering. Such participation will be considered to be a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating directors for the consideration to be paid by such directors is anticipated to exceed 25% of the Company's market capitalization.
About Zodiac Gold
Zodiac Gold Inc. (TSXV: ZAU) is a West-African gold exploration company focused on its flagship Todi Project situated in Liberia-an underexplored, politically stable, mining-friendly jurisdiction hosting several large-scale gold deposits. Strategically positioned along the fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold opportunity covering a vast 2,316 km2 land package. The project has undergone de-risking, showcasing proven gold occurrences at both surface and depth, with five drill- ready targets and high-grade gold intercepts.
For further information, please visit the Zodiac Gold website at www.zodiac-gold.com or contact:
Forward-Looking Information
This news release includes certain "forward-looking statements" within the meaning of Canadian securities legislation.
Forward-looking statements include predictions, projections, and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Company's planned exploration programs and drill programs and potential significance of results are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company's expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital, and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials, and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events, or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate, and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISSEMINATION IN THE UNITED STATES
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