Zodiac Gold Inc. entered into a binding letter of intent to acquire Atlas One Capital Corporation (TSXV:ACAP.P) in a reverse merger transaction on November 7, 2022. The Letter of Intent contemplates that Zodiac Gold and Atlas One will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before November 30, 2022, pursuant to which it is anticipated that Atlas One will acquire all of the issued and outstanding Zodiac Gold common shares, and shareholders of Zodiac Gold will receive Atlas One common shares in exchange for their Zodiac Gold Shares. Certain Atlas One Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV. It is anticipated that the Resulting Issuer will continue the business of Zodiac Gold under a name to be determined by Zodiac Gold. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV. Upon completion of the Transaction, it is anticipated that the Resulting Issuer's board and management will consist of David Kol, Chief Executive Officer and Director; Efdal Olcer, Vice President of Exploration; Douglas Cater, P.Geo FGC, Director; Graham Warren, CPA, CMA, Director; Mark Kol, Director; Peter Granata, Interim Chief Financial Officer and Sherry Siu, Corporate Secretary.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including, negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Atlas One or Zodiac Gold; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change and any other required corporate changes requested by Zodiac Gold, acting reasonably; completion of the Concurrent Financing; completion of a NI 43-101 compliant technical report for the Mount Coffee Project; satisfactory completion of due diligence by each party on the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. M Partners Inc. acted as financial advisor to Zodiac Gold. In connection with the closing of the Transaction, a success fee of 1,200,000 common shares of the Resulting Issuer at a deemed price per share equal to the price per share at which shares are issued in the Concurrent Financing, and cash payment of CAD 30,000 will be payable to M Partners Inc.

Zodiac Gold Inc. cancelled the acquisition of Atlas One Capital Corporation (TSXV:ACAP.P) in a reverse merger transaction on June 5, 2023.