Zodiac Gold Inc. entered into a binding letter of intent to acquire 1329306 B.C. Ltd. for CAD 10.5 million in a reverse merger transaction on June 20, 2023. Zodiac Gold Inc. entered into an agreement to acquire 1329306 B.C. Ltd. in a reverse merger transaction on August 15, 2023. The shareholders of Zodiac Gold will own approximately 81.8% of the Resulting Issuer, shareholders of 1329306 will own approximately 18.2% of the Resulting Issuer. Upon completion of the Transaction, the resulting company will continue to carry on the business of Zodiac and will focus on the exploration and potential development of Zodiac?s Todi gold project in Liberia. The name of Resulting Issuer will change to ?Zodiac Gold Corp.? Upon completion of the Transaction, it is anticipated that the current directors and officers of 1329306 will resign and that the management team of the Resulting Issuer following the completion of the Transaction will be comprised of David Kol (President and Chief Executive Officer), Peter Granata (Interim Chief Financial Officer), Efdal Olcer (Vice President of Exploration) and Sherry Siu (Corporate Secretary). It is anticipated that following the completion of the Transaction, the Resulting Issuer?s board of directors will consist of four directors: David Kol, Mark Kol, Graham Warren and Douglas Cater.

The completion of the transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of a definitive agreement; the Parties obtaining all necessary consents, orders, regulatory, court and Zodiac shareholder approvals, including the conditional approval of the TSX-V for the listing of the shares of the Resulting Issuer; completion of the Name Change; completion of the Zodiac and 1329306 private placements; satisfactory completion of due diligence by both Parties; and other standard conditions of closing. As of November 15, 2023, the TSX Venture Exchange (the ?TSXV?) has conditionally approved the listing of the shares of the combined company. Assuming all conditions to the closing of the Transaction and all of the TSXV?s conditional listing approval conditions are satisfied, Zodiac and ShellCo anticipate completing the transaction in December 2023, following which the shares of the Resulting Issuer would commence trading on the TSXV. As of January 18, 2024, 1329306 B.C. closing of a non-brokered private placement for aggregate gross proceeds of CAD 1.44 million. Endeavor Trust Corporation is the transfer agent for 1329306 B.C. Ltd.

Zodiac Gold Inc. completed the acquisition of 1329306 B.C. Ltd. for CAD 10.01 million in a reverse merger transaction on January 23, 2024. Pursuant to the Arrangement Agreement, the Company acquired all of the outstanding common shares of Zodiac PrivCo (the ?Zodiac PrivCo Shares?)in exchange for Common Shares on a one-for-one basis at a deemed price of CAD 0.23 ($0.18) per share. Upon closing of the Transaction (?Closing?) 55,586,045 Common Shares were issued as consideration for the 55,586,045 Zodiac PrivCo Shares that were issued and outstanding immediately prior to closing of the Transaction. In addition, all of the outstanding unexercised warrants in the capital of Zodiac PrivCo (the "Zodiac PrivCo Warrants") and all of the outstanding unexercised stock options in the capital of Zodiac PrivCo (the "Zodiac PrivCo Options")were exchanged for options and warrants to acquire Common Shares having equivalent terms on a one-for-one basis. Following closing of the Transaction, there are a total of 76,786,813 Common Shares, 6,065,000 Common Share options and 30,201,173 Common Share warrants issued and outstanding. The board of directors of the Company was reconstituted in conjunction with the completion of the Transaction such that it now consists of four directors: David Kol, Douglas Cater, Graham Warren, Mark Kol. In addition, management of the Company was reconstituted such that it now consists of David Kol, President & CEO, Peter Granata as CFO, Efdal Olcer as Vice President of Exploration, and Sherry Siu as Corporate Secretary. In connection with the completion of the Transaction, the Company has received final approval from the TSX Venture Exchange (the ?TSXV?) for the listing of the common shares in the capital of the Company (the ?Common Shares?). It is anticipated that the Common Shares will commence trading on the TSXV on or about January 29, 2024under the symbol "ZAU".