Zephyr Closes First Tranche of Previously Announced Private Placement
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Trading Symbol: TSX-V: ZFR OTC-ZPHYF News Release No. 07-23
Shares Outstanding: 74,296,985 July 31, 2023
ZEPHYR CLOSES FIRST TRANCHE OF
PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
July 31, 2023 HALIFAX, NOVA SCOTIA – Zephyr Minerals Ltd. (TSXV: ZFR) ("Zephyr"
or the "Company") is pleased to announce that it has closed the first tranche (the “ First
Tranche”) of its previously announced non -brokered private placement (the “ Private
Placement”) through the issuance of 3,210,000 (the “Units”) at a price of $0.09 per Unit
for gross proceeds of $288,900. Each Unit consists of one (1) common share (each, a
“Share”) and one (1) transferable Share purchase warrant (each, a “ Warrant”). Each
Warrant entitles the holder thereof to purchase one (1) additional Share of the Company
at a price of $0.13 per Share for a period of twelve (12) months. The expiry date of the
Warrants may be accelerated by Zephyr at any time if the volume -weighted average
trading price of the common shares is greater than or equal to $0.26 for any twenty (20)
consecutive trading days. If this occurs, the Company may accelerate the expiry date of
the warrants by issuing a news release announcing the reduced Warrant term whereupon
the Warrants will expire on the 30th calendar day after the date of such news release.
Net proceeds from the Private Placement will be used for mineral exploration programs in
Zimbabwe (see news release July 26, 2023) and for general corporate purposes.
The president and CEO of the Company subscribed for an aggregate of 200,000 Units for
gross proceeds of $18,000 in the Private Placement. Such participation is considered to
be a “related party transaction” as defined under Multilateral Instrument 61 -101 (“MI 61-
101”). The Company is relying on the exemptions from valuation and minority shareholder
approval requirements of MI 61 -101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -
101, as the fair market value of the participation in the Private Placement by insiders does
not exceed twenty -five percent (25%) of the market capitalization of the Company as
determined in accordance with MI 61-101.
Under the First Tranche closing, the Company paid a cash finder’s fee $9,198 and issued
102,200 finder’s warrants to PI Financial Corp; and a cash finder’s fee of $6,300 and
issued 70,000 finder’s warrants to Leede Jones Gable Inc. Each finder’s warrant entitles
the holder to acquire one common share of the Company at $0.13 per share at any time
on or before July 31, 2024. The expiry date of the finder’s warrants are also subject to the
same acceleration clause as the Unit warrants.
The Private Placement is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval and acceptance by the TSX
Venture Exchange. All securities issued under the Private Placement are subject to a
statutory hold period of four (4) months and a day expiring on December 1, 2023.
About Zephyr Minerals Ltd.
Zephyr Minerals Ltd. is conducting ongoing evaluations of gold properties for potential
acquisition and/or joint venture throughout Zimbabwe. The Company is concentrating on
projects with obvious gold potential as demonstrated through active, shallow, small scale
mining operations or previous exploration work and favorable geology. In addition, the
property should be of sufficient areal extent to host a target potential of at least one million
ounces of gold . To this extent, the Company has signed multiple property joint venture
agreements and has applied for two Exclusive Prospecting Orders covering 124,000
hectares. The Company is also actively reviewing lithium opportunities generated through
in house research and property submittals by third parties. Zimbabwe boasts favorable
foreign ownership rules for mineral properties as well as prospective, underexplored
Archean greenstone belts.
In Colorado Zephyr has been focused on mine permitting activities at its 100% owned
Dawson gold property, which is presently in hiatus pending the collection and submission
of additional water well data and satisfying certain other environmental related questions.
The additional required water wells are still in the planning stage and will be drilled once
available funds are in hand. Upon collection of the additional data the Company plans to
reapply for a mining permit at Dawson.
On behalf of the Board of Directors,
Zephyr Minerals Ltd.
David Felderhof, Chief Financial Officer
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 document are based on certain key expectations and ass umptions 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.