Zephyr Minerals Ltd. press release

Zephyr Closes Private Placement

2026-10-21

TSXV - TSX Venture Exchange · Gold · Canada · Financing

Halifax, Nova Scotia--(Newsfile Corp. - October 21, 2026) - Zephyr Minerals Ltd. (TSXV: ZFR) (OTC Pink: ZPHYF)("Zephyr" or the "Company") is pleased to announce that, further to its news releases dated September 23, 2026 and October 9, 2026, the Company has closed a non-brokered private placement through the issuance of 5,200,000 units (each, a "Unit") for gross proceeds of $260,000 (the "Private Placement"). Each Unit consists of one common share (each, a "Share") and one common share purchase warrant (each, a "Warrant") of the Company. Each Warrant entitles the holder to acquire one additional Share at a price of $0.10 for a period of twenty-four months from the date of issuance.

Proceeds from the Private Placement will be used for general working capital purposes and to advance permitting activities on the Dawson Gold Project.

In connection with the Private Placement, Zephyr paid finders' fees of $2,100 in cash and issued 42,000 finders' warrants to an arm's-length party. Each finders' warrant entitles the holder to acquire one Share on the same terms as noted above. All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day. The Private Placement is subject to final acceptance by the TSX Venture Exchange.

Insiders of the Company acquired an aggregate of 1,700,000 Units in the Private Placement for proceeds of $85,000. Participation by insiders in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions available under the instrument, and such participation was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 found in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of insider subscriptions does not constitute more than 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing date of the Private Placement as the details of the Private Placement and the participation therein by the insiders were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons.

About Zephyr Minerals Ltd.

Zephyr Minerals is focused on obtaining a mining permit for its 100%-owned Dawson Gold Project in Colorado and advancing the project to the next stage of development. The Company is pursuing an appeal of the rejection of two EPO applications in Zimbabwe covering approximately 124,000 hectares prospective for gold and other minerals.

For further information, please contact:

David Felderhof, Chief Financial Officer T: 902 706-0222 info@zephyrminerals.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by the Company. The forward-looking statements contained in this document are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Not for Distribution to U.S. Newswire Services or for Dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320158