Zephyr Closes Private Placement
NEWS RELEASE
July 25, 2025 Shares Outstanding: 85,586,985
NR#03-2025 Trading Symbols: TSX.V: ZFR
ZEPHYR CLOSES PRIVATE PLACEMENT
Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
Halifax, Nova Scotia – July 25, 2025 - Zephyr Minerals Ltd. (TSXV:ZFR) (" Zephyr" or the
"Company") is pleased to announce , further to its news release of June 11, 2025 , the Company
has closed a non-brokered private placement through the issuance of 6,500,000 units ( each a
“Unit”) for gross proceeds of $2 60,000 (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 thereof to acquire one additional Share at a price
of $0.08 for a period of thirty-six months from the date of issuance.
Net proceeds from the Private Placement will be used for general working capital purposes and to
undertake a water monitoring well drill program on the Dawson Gold project. This program is in
support of activities necessary to re-submit an application for a mining permit previously submitted
in 2021.
In connection with the Private Placement, Zephyr paid finders’ fees of $ 1,750 in cash and issued
43,750 Finders’ Warrants to an arm’s length party to the Company. 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 remains subject to customary closing conditions, including
approval from the TSX Venture Exchange.
Insiders of the Company acquired an aggregate of 3,850,000 Units in the Private Placement for
proceeds of $ 154,000. 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 P lacement on an
expedited basis for sound business reasons.
About Zephyr Minerals Ltd.
Zephyr Minerals is mission focused on obtaining a mining permit for its 100% owned Dawson Gold
project in Colorado with the view to continuing to advance this project to the next stage of
development. The Company continues to review gold properties for pot ential acquisition and/or
joint venture throughout Zimbabwe as these are received from third parties. The Company
continues to wait for the Zimbabwean Government to grant two Exclusive Prospecting Orders
(“EPO”), covering 124,000 hectares applied for in 2021. The areas covered by the EPO applications
are prospective for gold and lithium.
For further information please contact:
Loren Komperdo, President & CEO
T: 902 706-0222
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 docume nt 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.