Zodiac Gold Inc. completed the acquisition of 1329306 B.C. Ltd. for CAD 10.01 million in a reverse merger transaction.
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".