ACAP.P Atlas One Capital Corporation

Atlas One Capital Corporation (TSXV: ACAP.P) (the “Corporation” or “Atlas One”), a capital pool company listed on the TSX Venture Exchange (“TSXV”), has entered into a binding letter of intent with Zodiac Gold Inc. (“Zodiac Gold”) dated November 7, 2022 (the “Letter of Intent”) in respect of a proposed business combination transaction pursuant to which Atlas One will acquire all of the issued and outstanding securities of Zodiac Gold (the “Proposed Transaction”). It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Atlas One in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the “CPC Policy”) of the TSX Venture Exchange (the “TSXV”). The resulting company following the completion of the Proposed Transaction is referred to as the “Resulting Issuer”. All currency references used in this news release are in Canadian currency unless otherwise noted.

About Zodiac Gold

Zodiac Gold is a private mineral exploration company incorporated under the laws of the Province of British Columbia which has an 100% interest in the Mount Coffee Project located in the Republic of Liberia along with two reconnaissance licenses.

The Mount Coffee Project

The Mount Coffee 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 Mount Coffee 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. Work to date has defined five multi-km long gold soil anomalies with a defined strike length of ~16 km. Current work is focused on the Arthington target area where 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.

Summary of the Proposed Qualifying Transaction

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 (the “Definitive Agreement”), pursuant to which it is anticipated that Atlas One will acquire all of the issued and outstanding Zodiac Gold common shares (the “Zodiac Gold Shares”), and shareholders of Zodiac Gold will receive Atlas One common shares (the “Atlas One Shares”) in exchange for their Zodiac Gold Shares. The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations.

It is anticipated that the Resulting Issuer will continue the business of Zodiac Gold under a name to be determined by Zodiac Gold (the “Name Change”). The business of the Resulting Issuer will be primarily focused on the exploration of the Mount Coffee Project.

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, including the securities to be issued to principals (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: 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 (as defined below); 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. The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in the CPC Policy) and, accordingly, is not expected to require the approval of Atlas One's shareholders.

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 $30,000 will be payable to M Partners Inc., an arm’s length party to Zodiac Gold.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

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, with Zodiac Gold as its primary operating subsidiary.

Concurrent Financing

In connection with the proposed transaction, the parties intend to complete a concurrent financing (the “Concurrent Financing”) of securities of Zodiac Gold for gross proceeds of at least $3 million, to be priced in the context of the market at a mutually agreeable price per security. The Concurrent Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Zodiac Gold and Atlas One based on discussions with investors. Other than in connection with the Concurrent Financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Proposed Transaction.

The proceeds of the Concurrent Financing will be used to finance exploration and other expenses relating to the Mount Coffee Project and the working capital requirements of the Resulting Issuer.

Further particulars regarding the Concurrent Financing will be disclosed in subsequent news releases relating to the Proposed Transaction. The parties acknowledge that an agent may be engaged (the "Agent") to act as agent on a "commercially reasonable efforts" basis for the Concurrent Financing and in connection therewith may be paid a commission in an amount to be determined.

Proposed Directors, Officers and Insiders

Upon completion of the Transaction, it is anticipated that the Resulting Issuer’s board and management will consist of the following persons.   It is expected that David Kol, Chief Executive Officer and a Director of Zodiac Gold, who currently holds 15% of the issued and outstanding Zodiac Gold Shares, is expected to hold 10% or more of the voting rights attached to Atlas One Shares.

• 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
• Sherry Siu, Corporate Secretary

Biographies of each of these individuals are set out below:

David KolChief Executive Officer, Founder and Director

David Kol is a highly experienced international business and startup executive with over 20 years of experience in finance, marketing, business development, and executive management, primarily in the resource sector, media/entertainment, real estate and technology industries. David is the founder and CEO of Zodiac Gold where he has been responsible for the day-to-day management and overall strategy. David held senior management roles in Gem Rocks Mining Resources, Global Media Group Holdings, The Players Network, Global Media Ventures, and Interactive Enterprises where he worked on projects for Sony, Wink Communications, Netcom, US West (now Qwest Communications), BskyB, and JskyB. David currently serves on the Board of Directors for Blue Earth Capital, Next Generation Resources, and Global Wholesome Network 501(c)(3). David attended the University of California, Davis, where he studied managerial economics, and has an A.A. (Criminal Justice) from Diablo Valley College.

Efdal OlcerVice President of Exploration

Efdal Olcer is a highly accomplished and qualified Exploration Geologist with 17 years of experience. Efdal has unique technical skills and experience gained in various mineral categories and diverse geological environments, including Greenstone, Archean, Proterozoic and Tethyan in Africa, the Middle East, and Turkey. He possesses a demonstrable track record in mineral exploration, specifically gold exploration in diverse deposit types including; epithermal, porphyry, orogenic, and within different terrains. He has also gained extensive greenfield and brownfield exploration and project development experience with the majority resulting in discoveries and several converting into profitable gold mines. Before joining Zodiac Gold, Efdal served as Chief Geologist for Summa Gold and Exploration Manager of MNG Gold, a subsidiary of Avesoro Holdings. Efdal also held senior geological positions for KEFI Minerals, Asia Minor Mining Inc., and Stratex Exploration PLC. Efdal holds a B.Sc. Degree in Geological Engineering from Middle East Technical University. He is a member of the Society of Economic Geologists, Geological Society of London, Australian Institute of Geoscientists, Society of Geology Applied to Mineral Deposits, and Turkish Association of Economics Geologists.

Douglas Cater, P.Geo FGCDirector

Doug Carter is a Professional geologist with +35 years of experience in the gold mining and exploration business gained while working with senior-tier Canadian-based mining and exploration companies. Previously served as Vice President Exploration (Canada) for Kirkland Lake Gold Ltd. and held several management positions for St-Andrews Goldfields Ltd., Sabina Gold and Silver, and Barrick. Currently, Doug is a Director for Mayfair Gold, Sierra Metals, and Exploits Discovery.

Graham Warren, CPA, CMADirector

Graham Warren is a Senior Financial Executive with over 30 years of experience in the mining, oil and gas, environmental, biotech, service and tech sectors both domestically and internationally. Graham has been involved in numerous financings and M&A transactions for both private and public companies and has guided several companies through the going public process. Mr. Warren has served as CFO and/or Director of numerous public companies and is currently the CFO/Director of Goliath Resources Limited (TSXV:GOT), Pangolin Diamonds Corp. (TSXV:PAN), and Platinex Inc.(CSE:PTX). He is a past director of Changfeng Energy Inc., Cordoba Minerals Corp., Exile Resources Inc., Active Control Technology and Hanfeng Evergreen Inc.

Mark KolDirector

Mark Kol is a co-founder of Zodiac Gold and has 30+ years of experience in investor relations, venture capital, finance, investment banking, and real estate. Mark has leveraged his expertise across various industries, which include real estate, exploration/mining, technology, biotech, and media/entertainment. Mark is passionate about working with and raising capital for start-ups across the globe. Mark is currently Executive Vice President with CBRE. Before Zodiac, Mark worked in investment banking in San Francisco, raising capital and preparing companies for Initial Public Offerings.

Peter GranataInterim Chief Financial Officer

Peter Granata has more than 18 years of experience in finance and operations management within global organizations. He is a dynamic, results-oriented professional with executive positions in TSXV companies and, prior to these, served as an Audit Manager for PricewaterhouseCoopers. Peter has prepared financial statements, MD&A, news releases, mine permitting applications and project cash flows. With PricewaterhouseCoopers he performed audits for Canadian IFRS, US GAAP reconciliations, Special Purpose Financial Statements and has executed Group reporting under Canadian GAAP. His experience includes CFO for TSXV entities, capital raising, international corporate structures, client engagement, C-suite & directors engagement, M&A, financing, investor relations, related party transactions, and finance transformation. Peter has a B. Com and is a Chartered Accountant.

Sherry SiuCorporate Secretary

Sherry has over 30 years of experience working as a paralegal for a boutique law firm in Vancouver, specializing in securities, commercial and corporate matters, and has been corporate secretary of various junior resource companies since 2011. She has worked on a variety of securities-related and corporate transactions, including M&A, spinouts and business combinations, reorganizations, and going public filings. Sherry is a paralegal certified with the BC Paralegal Association.

Information Concerning Atlas One

Atlas One is a capital pool company and its common shares ("Common Shares") are listed for trading on the TSXV under the symbol "ACAP.P". As at June 30, 2022, Atlas One had cash and near cash assets, net of liabilities, of approximately C$250,000.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the TSXV, Atlas One will file a filing statement or a management information circular on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Transaction, Zodiac Gold, the Mount Coffee Project, the Concurrent Financing, and the Resulting Issuer.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Atlas One intends to apply for an exemption from the sponsorship requirements.

Reinstatement to Trading

In accordance with the policies of the TSXV, the Atlas One shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction.

For further information, please contact:

David Rosenkrantz President, CEO, CFO and Director at 416-865-0123

Information concerning Zodiac Gold, including the proposed directors of the Resulting Issuer, has been provided to the Corporation by Zodiac Gold for inclusion in this press release. The technical information in this news release has been reviewed and approved by Efdal Olcer, Vice President of Exploration of Zodiac Gold, who is a Qualified person within the meaning of National Instrument 43-101 (“NI 43-101”) – Standards of Disclosure for Mineral Projects.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed 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 release.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Cautionary and Forward-Looking Statements

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 Proposed Transaction and certain terms and conditions thereof; the business of Zodiac Gold, information concerning the Mount Coffee Project, the Concurrent Financing; the proposed directors of the Resulting Issuer, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; 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, Atlas One assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.