Zodiac Gold increases private placement to C$5.6 million

Vancouver, British Columbia--(Newsfile Corp. - June 17, 2026) - Zodiac Gold Inc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, is pleased to announce that, due to continuing strong investor demand, it has further increased the size of its previously announced non-brokered private placement (the "Offering"). The Company now intends to raise aggregate gross proceeds of up to C$5,600,000, an increase from the original offering size of C$4,025,000 announced on June 4, 2026 and the previous increase to C$5,000,000 announced on June 9, 2026. The net proceeds of the Offering will be used to expand the drill program at the Todi Gold Project, advance exploration across the Company's exploration licenses and for working capital purposes.

The Company anticipates closing the private placement on or about June 19, 2026, subject to final regulatory approvals and customary closing conditions. Offering In connection with the increased Offering, the Company now intends to issue up to 17,142,857 units of the Company (the "Units") at a price of C$0.35 per Unit (the "Issue Price"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (a "Warrant").

Each whole Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") for a period of 24 months from the date of issuance (subject to acceleration) (the "Expiry Date"), at an exercise price of C$0.54 per share. The warrants include an acceleration feature: if, after four months following the issuance of the Warrants, the 30-day volume weighted average share price exceeds C$0.65, the Company shall provide notice accelerating the expiry date. Upon receipt of such notice, holders will have 30 days to exercise their Warrants, after which any unexercised warrants will expire at 4:00 p.m. (Vancouver time) on the specified date.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. 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.

Insider Participation It is expected that certain directors and officers of the Company (the "Insiders") may participate in the Offering. The participation of Insiders in the Offering will constitute a "related party transaction" within the meaning of 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 sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities to be acquired by the participating Insiders nor the consideration to be paid by such directors and officers is anticipated to exceed 25 percent of the Company's market capitalization.