Zodiac Gold closes C$5.6 million non-brokered private placement

Vancouver, British Columbia--(Newsfile Corp. - June 23, 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 it closed its non-brokered private placement (announced on June 4, 2026 , June 9, 2026 , and June 17, 2026 ) of 16,000,000 units (each, a " Unit ") at a price of C$0.35 per Unit, for gross proceeds of C$5,600,000 (the " Offering "). The Offering closed on an oversubscribed basis due to strong investor demand and remains subject to final approval of the TSX Venture Exchange (the " TSXV "). 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.

All securities issued are subject to a hold period of four months and one day from the date of issuance. Zodiac Gold's CEO David Kol commented: " We are grateful for the continued confidence and support from our shareholders. With this successful upsized financing, Zodiac Gold now has approximately C$9 million in the treasury, providing us with substantial financial flexibility to accelerate exploration at Todi.

This positions us to pursue an aggressive, fully funded program focused on expanding mineralization along strike, infilling key zones, and testing depth extensions across multiple targets. We believe Todi has the potential to host a significant gold system, and we are entering one of the most exciting phases in the Company's history." Details of the Offering Each Unit consists of one common share of the Company (a " Common Share ") and one-half of one common share purchase warrant (a " Warrant "). Each whole Warrant entitles the holder thereof 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. In connection with the Offering, the Company entered into finder's fee agreements with Haywood Securities Inc. (" Haywood "), Canaccord Genuity Corp. (" Canaccord "), and Richardson Wealth Ltd. (" RWL ").

Finder's fees consisted of cash fees calculated as a percentage of the gross proceeds raised from subscribers introduced by the applicable finder and where applicable, non-transferable compensation warrants (the " Compensation Warrants ") calculated as a percentage of the Units issued to those subscribers. The Company paid finder's fees as follows: C$77,665 and 221,900 Compensation Warrants to Canaccord; C$61,936 and 176,960 Compensation Warrants to Haywood; and C$4,001.20 in cash only to RWL. Each Compensation Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$0.35 for a period of 24 months from the date of issuance.