Zephyr Closes Private Placement
NEWS RELEASE
May 31, 2024 Shares Outstanding: 79,086,985
NR#02-2024 Trading Symbols: TSX.V: ZFR
ZEPHYR CLOSES PRIVATE PLACEMENT
May 31, 2024 HALIFAX, NS – Zephyr Minerals Ltd. (TSXV: ZFR ) (OTC: ZPHYF )
("Zephyr" or the "Company") announces that, further to its news release of May 28, 2024,
the Company has closed a non -brokered private placement through the issuance of
4,000,000 units (the “Units”) for gross proceeds of $200,000 (the “Offering”). Each Unit
consists of one common share of the Company and one transferable common share
purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire one
common share at a price of $0.08 for a period of thirty-six months from the date of closing.
Net proceeds from the Offering will be used to undertake drilling and monitoring water
wells at its Dawson gold property in Colorado, and for general corporate and working
capital purposes.
In connection with the Offering, Zephyr paid aggregate finders’ fees of $6,563 in cash and
issued 131,250 Finders’ Warrants to three Eligible Finders, all of whom are at arm’s length
to the Company. Each Finders’ Warrant entitles the holder to acquire one common share
at a price of $0.08 for a period of thirty-six months from the date of closing. All securities
issued in connection with the Offering are subject to a statutory four -month hold period
The Offering is subject to certain conditions including, but not limited to, the receipt of all
necessary approvals including the ap proval and acceptance by the TSX Venture
Exchange.
An insider of the Company acquired 75,000 Units in the Offering for proceeds of $3,750,
representing 1.9% of the total proceeds. Participation by insiders in the Offering
constitutes a “related” party transaction” as defined under Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions (“M I 61-101”). However,
as insider participation represents less than 25% of the proceeds of the Offering, 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. The Company did not file a material cha nge report in respect of the related
party transaction at least 21 days before the closing of the Offering, which the Company
deems as reasonable in the circumstances in order to complete the Offering in an
expeditious manner.
About Zephyr Minerals Ltd.
Zephyr Minerals is mission focused on obtaining the m ining 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 potential
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
or
Will Felderhof, Executive Chairman
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. Not for distribution in the United States of America.