VANCOUVER, BC / ACCESSWIRE / January 18, 2024 / Zodiac Gold Inc. ("Zodiac Gold"), a British Columbia corporation, is pleased to announce that 1329306 B.C. Ltd ("ShellCo") has completed a C$1.4 million non-brokered private placement (the "ShellCo Financing") of common shares in the capital of ShellCo ("Common Shares"). In connection with the ShellCo Financing, ShellCo raised gross proceeds of CAD $1,436,676 by issuing 14,366,768 Common Shares at CAD $0.10 per share. In addition, Zodiac Gold has raised CAD $63,324 via a non-brokered private placement such that aggregate gross proceeds from the combined financing efforts are CAD $1.5 million, consistent with the amount that Zodiac Gold has previously disclosed that the two companies intended to collectively raise in connection with the RTO (as defined below).
ShellCo and Zodiac Gold have entered into an arrangement agreement dated August 15, 2023 (the "Arrangement Agreement") pursuant to which Zodiac Gold and ShellCo will complete a transaction that will result in a reverse takeover of ShellCo by the Zodiac Gold (the "RTO"). Upon completion of the RTO, the resulting company (the "Resulting Issuer") will continue to carry on the business of Zodiac Gold and will focus on the exploration and development of Zodiac Gold's Todi gold project in Liberia. The net proceeds from the ShellCo Financing will be used for working capital purposes (including paying transaction expenses relating to the RTO) and to support the Resulting Issuer's initiatives to advance Zodiac Gold's 100% owned Todi Gold Project.
David Kol, Chief Executive Officer of Zodiac Gold, said, "We are thrilled to see 1329306 B.C. Ltd. successfully close this fully subscribed financing, a pivotal milestone propelling our companies towards the completion of a public listing. This significant investment not only underscores investor confidence in our vision but also fuels our commitment to advancing Zodiac Gold's Todi Gold Project. We are pleased to see both returning and new institutional investors in this round. Ongoing support from mining-focused institutional investors provides a strong vote of confidence in the future of the combined entity. With this newfound support, we are poised to usher in a new era of growth, discovery, and value creation for our shareholders and stakeholders alike."
Upon the completion of the RTO, which has been conditionally approved by the TSX Venture Exchange, it is expected that the Resulting Issuer will be renamed "Zodiac Gold Inc." and will trade under the ticker symbol "ZAU." A listing statement in respect of the RTO has been prepared and posted under the profile of ShellCo on SEDAR+ at www.sedarplus.ca.
About Zodiac Gold
Zodiac Gold is a private mineral exploration company incorporated under the laws of the Province of British Columbia which has an 100% interest in the Todi Gold Project located in the Republic of Liberia along with two reconnaissance licenses.
The Todi Gold Project
Zodiac Gold's flagship Todi Gold Project consists of one mineral exploration license covering 418 km2 in the Montserrado and Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses covering 2,200 km2 in Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km2. The Todi Gold Project is located on and along the prolific Todi Shear Zone within the West African Craton and accessible via paved and gravel roads for approximately 21 km from Monrovia, the capital of Liberia. Work to date has defined five multi-km long gold soil anomalies with a defined strike length of ~16 km. Current work is focused on the Arthington target area where drilling has uncovered a potentially significant new gold discovery. Planned diamond drilling program at Arthington aims to achieve a maiden mineral resource at a low cost.
For further information, please contact:
David Kol
Chief Executive Officer
Zodiac Gold Inc.
info@zodiac-gold.com
Cautionary and Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward looking statements. In this press release, forward-looking statements relate, among other things, to: the RTO and certain terms and conditions thereof; the business of Zodiac Gold, information concerning the Todi Gold Project, and the ShellCo Financing. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Zodiac Gold assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
SOURCE: Zodiac Gold Inc.
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