NOT FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON / ACCESSWIRE / November 15, 2023 / Zodiac Gold Inc. ("Zodiac") and 1329306 B.C. Ltd. ("ShellCo") are pleased to announce that the TSX Venture Exchange (the "TSXV") has conditionally approved the listing of the shares of the combined company (the "Resulting Issuer") upon the completion of the proposed reverse takeover of ShellCo by the shareholders of Zodiac (the "Transaction"), as previously announced in their news releases dated July 5, 2023 and August 16, 2023. Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of Zodiac under the name Zodiac Gold Inc. and will focus on the exploration and potential development of Zodiac's Todi gold project in Liberia.
"We are thrilled to announce that our company has successfully navigated the regulatory process, culminating in the conditional approval from the TSX Venture Exchange," said David Kol, Director and Chief Executive Officer of Zodiac Gold. "This significant milestone underscores our commitment to transparency, compliance, and the highest standards of corporate governance. We look forward to fulfilling the remaining conditions and advancing to the next phase of growth, as we continue to create value for our shareholders and stakeholders alike. This achievement is a testament to the hard work and dedication of our exceptional team, and we are excited about the opportunities that lie ahead for our company."
In connection with the Transaction, ShellCo will file a filing statement (the "Filing Statement") under ShellCo's profile on SEDAR+. Additional information in respect of the Transaction, the Todi Project, Zodiac, ShellCo and the Resulting Issuer will be available in the Filing Statement.
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.
In connection with, and as a condition to, the Transaction, ShellCo and Zodiac intend to complete non-brokered private placement financings for aggregate gross proceeds of up to approximately $1.5 million dollars, with an expected closing date of November 27, 2023.
The Todi Project
The Todi 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 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. Exploration activities to date have defined five multi-kilometer long gold in soil anomalies covering a strike length of ~16 km. Current work on the project is focused on the Arthington target area where diamond 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:
| Robin McWatt President, CEO, CFO and Director of ShellCo [email protected] +1 (514) 707-0481 | David Kol Chief Executive Officer of Zodiac Gold [email protected] |
Cautionary Note Regarding Forward-Looking Information
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 Transaction and certain terms and conditions thereof; the business of Zodiac, information concerning the Todi project, the Zodiac and ShellCo financings; the proposed directors and officers of the Resulting Issuer; court, shareholder and director; and future press releases and disclosure. 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, ShellCo assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: 1329306 B.C. Ltd.