{"success":true,"data":{"pressRelease":{"id":"54980","rtpr_id":"nNFCbPhgJQ","ticker":"ZAU","exchange":"","all_tickers":["ZAU"],"title":"Zodiac Gold Announces Non-Brokered Private Placement for up to C$4.025 Million","author":"Newsfile Corp","published_at":"2026-06-04T12:00:17.414Z","article_body":"Vancouver, British Columbia--(Newsfile Corp. - June 4, 2026) - Zodiac Gold\nInc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) (\"Zodiac Gold\" or the \"Company\") a\nWest-African gold exploration company, is pleased to announce an offering of\nunits of the Company (the \"Units\"), on a non-brokered private placement basis,\nfor aggregate proceeds of up to C$4,025,000 (the \"Offering\"). The Offering is\nbeing led by insiders and existing shareholders of the Company. The net\nproceeds of the Offering will be used to expand its drill program at the Todi\nGold project, advance exploration across its exploration licenses and for\nworking capital purposes. Closing of the Offering is anticipated to be\ncompleted on or about 45 days or such other date or dates that the Company may\ndetermine and may occur in tranches.\n\nOffering\n\nIn connection with the Offering, the Company intends to issue up to 11,500,000\nUnits at a price of C$0.35 per Unit (the \"Issue Price\"). Each Unit will\nconsist of one common share of the Company (a \"Common Share\") and one-half of\none common share purchase warrant (a \"Warrant\"). Each whole Warrant will\nentitle the holder to acquire one (1) Common Share (a \"Warrant Share\") for a\nperiod of 24 months from the date of issuance (subject to acceleration) (the\n\"Expiry Date\"), at an exercise price of C$0.54 per share.\n\nThe Warrants will be subject to an accelerated expiry provision such that if,\nduring a period of 30 consecutive trading days between the date that is four\nmonths following the issuance of the Warrant and the expiry of the Warrants,\nthe daily volume weighted average trading price of the common shares of the\nCompany on the TSX Venture Exchange (the \"TSXV\") (or such other stock exchange\nwhere the majority of the trading volume occurs) exceeds C$0.65, the Company\nmay, within 30 days of such an occurrence, give written notice to the holders\nof the Warrants that the Warrants will expire at 4:00 p.m. (Vancouver time) on\nthe 30th day following the giving of notice unless exercised by the holders\nprior to such date. Upon receipt of such notice, the holders of the Warrants\nwill have 30 days to exercise their Warrants. Any Warrants which remain\nunexercised at 4:00 p.m. (Vancouver time) on the 30th day following the giving\nof such notice will expire at that time.\n\nAll securities issued pursuant to the Offering, including any Common Shares\nissuable upon exercise of the Warrants, will be subject to a hold period of\nfour months and one day from the applicable closing date in accordance with\napplicable securities laws. The Company may pay finder's fees or commissions\nto eligible parties in connection with the Offering, subject to the approval\nof the TSXV and applicable securities laws. The Offering remains subject to\nthe approval of the TSXV.\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and accordingly, may not be\noffered or sold within the United States except in compliance with the\nregistration requirements of the U.S. Securities Act and applicable state\nsecurities requirements or pursuant to exemptions therefrom. This press\nrelease does not constitute an offer to sell or a solicitation to buy any\nsecurities in any jurisdiction.\n\nInsider Participation\n\nIt is expected that certain directors and officers of the Company (the\n\"Insiders\") may participate in the Offering. The participation of Insiders in\nthe Offering will constitute a \"related party transaction\" within the meaning\nof Multilateral Instrument 61-101 – Protection of Minority Security Holders\nin Special Transactions (\"MI 61-101\"). The Company anticipates relying on\nexemptions from the minority shareholder approval and formal valuation\nrequirements applicable to the related-party transactions under sections\n5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market\nvalue of the securities to be acquired by the participating Insiders nor the\nconsideration to be paid by such directors and officers is anticipated to\nexceed 25 percent of the Company's market capitalization.\n\nAbout Zodiac Gold\n\nZodiac Gold Inc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) is a West-African gold\nexploration company focused on its flagship Todi Gold Project in Liberia—an\nunderexplored, politically stable, mining friendly jurisdiction hosting\nseveral large-scale gold and iron ore deposits. Strategically positioned along\nthe fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold\nopportunity with additional iron ore potential, covering a vast 2,316 km2 land\npackage. The Todi Gold Project has undergone de-risking, showcasing proven\ngold occurrences at both surface and depth, with five drill-ready targets, of\nwhich two have been drilled and returned high-grade gold intercepts.\n\nFor further information, please visit the Zodiac Gold website at\nwww.zodiac-gold.com or contact:\n\nDavid Kol\nPresident & CEO\ninfo@zodiac-gold.com\n\nForward-Looking Information\n\nThis news release includes certain \"forward-looking statements\" within the\nmeaning of Canadian securities legislation.\n\nForward-looking statements include predictions, projections, and forecasts and\nare often, but not always, identified by the use of words such as \"seek\",\n\"anticipate\", \"believe\", \"plan\", \"estimate\", \"forecast\", \"expect\",\n\"potential\", \"project\", \"target\", \"schedule\", \"budget\" and \"intend\" and\nstatements that an event or result \"may\", \"will\", \"should\", \"could\" or \"might\"\noccur or be achieved and other similar expressions and includes the negatives\nthereof. All statements other than statements of historical fact included in\nthis release, including, without limitation, statements regarding the\nCompany's planned exploration programs and drill programs and potential\nsignificance of results are forward-looking statements that involve various\nrisks and uncertainties. There can be no assurance that such statements will\nprove to be accurate and actual results and future events could differ\nmaterially from those anticipated in such statements. Forward-looking\nstatements are based on a number of material factors and assumptions.\nImportant factors that could cause actual results to differ materially from\nCompany's expectations include actual exploration results, changes in project\nparameters as plans continue to be refined, results of future resource\nestimates, future metal prices, availability of capital, and financing on\nacceptable terms, general economic, market or business conditions, uninsured\nrisks, regulatory changes, defects in title, availability of personnel,\nmaterials, and equipment on a timely basis, accidents or equipment breakdowns,\ndelays in receiving government approvals, unanticipated environmental impacts\non operations and costs to remedy same, and other exploration or other risks\ndetailed herein and from time to time in the filings made by the Company with\nsecurities regulators. Although the Company has attempted to identify\nimportant factors that could cause actual actions, events, or results to\ndiffer from those described in forward-looking statements, there may be other\nfactors that cause such actions, events, or results to differ materially from\nthose anticipated. There can be no assurance that forward-looking statements\nwill prove to be accurate, and accordingly readers are cautioned not to place\nundue reliance on forward-looking statements.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNot for distribution to United States newswire services or for dissemination\nin the United States\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/300064","article_body_html":"","raw_payload":{"data":{"id":"nNFCbPhgJQ","title":"Zodiac Gold Announces Non-Brokered Private Placement for up to C$4.025 Million","author":"Newsfile Corp","ticker":"ZAU","created":"2026-06-04T12:00:17.414Z","tickers":["ZAU"],"exchange":"","article_body":"Vancouver, British Columbia--(Newsfile Corp. - June 4, 2026) - Zodiac Gold\nInc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) (\"Zodiac Gold\" or the \"Company\") a\nWest-African gold exploration company, is pleased to announce an offering of\nunits of the Company (the \"Units\"), on a non-brokered private placement basis,\nfor aggregate proceeds of up to C$4,025,000 (the \"Offering\"). The Offering is\nbeing led by insiders and existing shareholders of the Company. The net\nproceeds of the Offering will be used to expand its drill program at the Todi\nGold project, advance exploration across its exploration licenses and for\nworking capital purposes. Closing of the Offering is anticipated to be\ncompleted on or about 45 days or such other date or dates that the Company may\ndetermine and may occur in tranches.\n\nOffering\n\nIn connection with the Offering, the Company intends to issue up to 11,500,000\nUnits at a price of C$0.35 per Unit (the \"Issue Price\"). Each Unit will\nconsist of one common share of the Company (a \"Common Share\") and one-half of\none common share purchase warrant (a \"Warrant\"). Each whole Warrant will\nentitle the holder to acquire one (1) Common Share (a \"Warrant Share\") for a\nperiod of 24 months from the date of issuance (subject to acceleration) (the\n\"Expiry Date\"), at an exercise price of C$0.54 per share.\n\nThe Warrants will be subject to an accelerated expiry provision such that if,\nduring a period of 30 consecutive trading days between the date that is four\nmonths following the issuance of the Warrant and the expiry of the Warrants,\nthe daily volume weighted average trading price of the common shares of the\nCompany on the TSX Venture Exchange (the \"TSXV\") (or such other stock exchange\nwhere the majority of the trading volume occurs) exceeds C$0.65, the Company\nmay, within 30 days of such an occurrence, give written notice to the holders\nof the Warrants that the Warrants will expire at 4:00 p.m. (Vancouver time) on\nthe 30th day following the giving of notice unless exercised by the holders\nprior to such date. Upon receipt of such notice, the holders of the Warrants\nwill have 30 days to exercise their Warrants. Any Warrants which remain\nunexercised at 4:00 p.m. (Vancouver time) on the 30th day following the giving\nof such notice will expire at that time.\n\nAll securities issued pursuant to the Offering, including any Common Shares\nissuable upon exercise of the Warrants, will be subject to a hold period of\nfour months and one day from the applicable closing date in accordance with\napplicable securities laws. The Company may pay finder's fees or commissions\nto eligible parties in connection with the Offering, subject to the approval\nof the TSXV and applicable securities laws. The Offering remains subject to\nthe approval of the TSXV.\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and accordingly, may not be\noffered or sold within the United States except in compliance with the\nregistration requirements of the U.S. Securities Act and applicable state\nsecurities requirements or pursuant to exemptions therefrom. This press\nrelease does not constitute an offer to sell or a solicitation to buy any\nsecurities in any jurisdiction.\n\nInsider Participation\n\nIt is expected that certain directors and officers of the Company (the\n\"Insiders\") may participate in the Offering. The participation of Insiders in\nthe Offering will constitute a \"related party transaction\" within the meaning\nof Multilateral Instrument 61-101 – Protection of Minority Security Holders\nin Special Transactions (\"MI 61-101\"). The Company anticipates relying on\nexemptions from the minority shareholder approval and formal valuation\nrequirements applicable to the related-party transactions under sections\n5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market\nvalue of the securities to be acquired by the participating Insiders nor the\nconsideration to be paid by such directors and officers is anticipated to\nexceed 25 percent of the Company's market capitalization.\n\nAbout Zodiac Gold\n\nZodiac Gold Inc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) is a West-African gold\nexploration company focused on its flagship Todi Gold Project in Liberia—an\nunderexplored, politically stable, mining friendly jurisdiction hosting\nseveral large-scale gold and iron ore deposits. Strategically positioned along\nthe fertile Todi Shear Zone, Zodiac Gold is developing a district-scale gold\nopportunity with additional iron ore potential, covering a vast 2,316 km2 land\npackage. The Todi Gold Project has undergone de-risking, showcasing proven\ngold occurrences at both surface and depth, with five drill-ready targets, of\nwhich two have been drilled and returned high-grade gold intercepts.\n\nFor further information, please visit the Zodiac Gold website at\nwww.zodiac-gold.com or contact:\n\nDavid Kol\nPresident & CEO\ninfo@zodiac-gold.com\n\nForward-Looking Information\n\nThis news release includes certain \"forward-looking statements\" within the\nmeaning of Canadian securities legislation.\n\nForward-looking statements include predictions, projections, and forecasts and\nare often, but not always, identified by the use of words such as \"seek\",\n\"anticipate\", \"believe\", \"plan\", \"estimate\", \"forecast\", \"expect\",\n\"potential\", \"project\", \"target\", \"schedule\", \"budget\" and \"intend\" and\nstatements that an event or result \"may\", \"will\", \"should\", \"could\" or \"might\"\noccur or be achieved and other similar expressions and includes the negatives\nthereof. All statements other than statements of historical fact included in\nthis release, including, without limitation, statements regarding the\nCompany's planned exploration programs and drill programs and potential\nsignificance of results are forward-looking statements that involve various\nrisks and uncertainties. There can be no assurance that such statements will\nprove to be accurate and actual results and future events could differ\nmaterially from those anticipated in such statements. Forward-looking\nstatements are based on a number of material factors and assumptions.\nImportant factors that could cause actual results to differ materially from\nCompany's expectations include actual exploration results, changes in project\nparameters as plans continue to be refined, results of future resource\nestimates, future metal prices, availability of capital, and financing on\nacceptable terms, general economic, market or business conditions, uninsured\nrisks, regulatory changes, defects in title, availability of personnel,\nmaterials, and equipment on a timely basis, accidents or equipment breakdowns,\ndelays in receiving government approvals, unanticipated environmental impacts\non operations and costs to remedy same, and other exploration or other risks\ndetailed herein and from time to time in the filings made by the Company with\nsecurities regulators. Although the Company has attempted to identify\nimportant factors that could cause actual actions, events, or results to\ndiffer from those described in forward-looking statements, there may be other\nfactors that cause such actions, events, or results to differ materially from\nthose anticipated. There can be no assurance that forward-looking statements\nwill prove to be accurate, and accordingly readers are cautioned not to place\nundue reliance on forward-looking statements.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNot for distribution to United States newswire services or for dissemination\nin the United States\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/300064"},"type":"article","timestamp":"2026-06-04T12:00:17.506692055Z","server_sent_at_ms":1780574417506},"received_at":"2026-06-04T12:00:17.558Z","source_url":"https://www.newsfilecorp.com/release/300064"},"analysis":{"id":"44406","press_release_id":"54980","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["Warrants exercisable at C$0.54 represent significant overhang/dilution risk if stock recovers above that level.","Offering subject to TSXV approval; closing may occur in tranches over 45 days."],"eventType":"offering","narrative":"Zodiac Gold announced a non-brokered private placement of up to 11.5 million units at C$0.35 per unit, raising up to C$4.025 million.\n\nEach unit consists of one common share and one-half of a warrant exercisable at C$0.54 for 24 months. Insiders and existing shareholders are leading the offering.\n\nProceeds will fund the drill program at the Todi Gold project in Liberia, advance exploration across licenses, and provide working capital.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Routine small-cap financing for exploration; insider participation is a mild positive but deal size is modest."},"keyFigures":{"dealValueUsd":"C$4,025,000","offeringPrice":"C$0.35","sharesOffered":11500000,"customDimensions":{"hold_period":"4 months and 1 day","warrant_expiry":"24 months","warrant_exercise_price":"C$0.54"}},"quotedText":"The Offering is being led by insiders and existing shareholders of the Company.","namedEntities":{"people":[{"name":"David Kol","role":"President & CEO"}],"products":["Todi Gold Project"],"companies":[{"name":"Zodiac Gold Inc.","ticker":"ZAU","relationship":"filer"}],"dollarAmounts":[{"amount":"C$4,025,000","context":"aggregate proceeds of the Offering"},{"amount":"C$0.35","context":"price per Unit"},{"amount":"C$0.54","context":"warrant exercise price per share"},{"amount":"C$0.65","context":"VWAP threshold for warrant acceleration"}]},"materialImpact":{"score":2,"reasoning":"Small-cap exploration company raising C$4M via private placement. The amount is modest relative to typical capex needs, and insider participation mitigates some dilution concerns. Standard financing for an explorer."},"tickerRelevance":{"others":[],"primary":"ZAU"},"globalImportance":15,"audienceRelevance":10,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"routine_financing","sectorWeight":"commodities","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"neutral","material_impact_score":2,"narrative":"Zodiac Gold announced a non-brokered private placement of up to 11.5 million units at C$0.35 per unit, raising up to C$4.025 million.\n\nEach unit consists of one common share and one-half of a warrant exercisable at C$0.54 for 24 months. Insiders and existing shareholders are leading the offering.\n\nProceeds will fund the drill program at the Todi Gold project in Liberia, advance exploration across licenses, and provide working capital.","key_figures":{"dealValueUsd":"C$4,025,000","offeringPrice":"C$0.35","sharesOffered":11500000,"customDimensions":{"hold_period":"4 months and 1 day","warrant_expiry":"24 months","warrant_exercise_price":"C$0.54"}},"named_entities":{"people":[{"name":"David Kol","role":"President & CEO"}],"products":["Todi Gold Project"],"companies":[{"name":"Zodiac Gold Inc.","ticker":"ZAU","relationship":"filer"}],"dollarAmounts":[{"amount":"C$4,025,000","context":"aggregate proceeds of the Offering"},{"amount":"C$0.35","context":"price per Unit"},{"amount":"C$0.54","context":"warrant exercise price per share"},{"amount":"C$0.65","context":"VWAP threshold for warrant acceleration"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-06-05T01:48:39.966Z","global_importance":15,"audience_relevance":10,"importance_components":{"tickerTier":"micro-cap","eventGravity":"routine_financing","sectorWeight":"commodities","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"durationMs":49702387,"modelName":"george-droid-qwen-72b"}}