Mr. David Kol reports

ZODIAC GOLD INCREASES NON-BROKERED PRIVATE PLACEMENT UP TO C$5 MILLION

Due to strong investor demand, Zodiac Gold Inc. has increased the size of its previously announced non-brokered private placement. The company intends to raise aggregate gross proceeds of up to $5-million, an increase from the $4,025,000 previously announced on June 4, 2026.

The net proceeds of the offering will be used to expand the drill program at the Todi gold project, to advance exploration across the company's exploration licences and for working capital purposes. The company anticipates closing the private placement by June 19, 2026, subject to final regulatory approvals and customary closing conditions.

Offering

In connection with the increased offering, the company intends to issue up to 14,285,714 units of the company at a price of 35 cents per unit. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share for a period of 24 months from the date of issuance (subject to acceleration) at an exercise price of 54 cents 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 65 cents, 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 p.m. Vancouver time on the specified date.

Insider participation

It is expected that certain directors and officers of the company 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). 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 per cent of the company's market capitalization.

About Zodiac Gold Inc.

Zodiac Gold is a West African gold exploration company focused on its flagship Todi gold project in Liberia -- an underexplored, politically stable, mining-friendly jurisdiction hosting several large-scale gold and iron ore deposits. Strategically positioned along the fertile Todi shear zone, Zodiac Gold is developing a district-scale gold opportunity with additional iron ore potential, covering a vast 2,316-square-kilometre land package. The Todi gold project has undergone derisking, showcasing proven gold occurrences at both surface and depth, with five drill-ready targets, of which two have been drilled and have returned high-grade gold intercepts.

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