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ZFR.V ·

Zephyr Closes Private Placement

Financings

ZEPHYR CLOSES PRIVATE PLACEMENT

Trading Symbol: TSX-V: ZFR OTC-ZPHYF

Shares Outstanding: 71,086,985

HALIFAX, NS

,

Dec. 5, 2022

/CNW/ -

Zephyr Minerals Ltd.

(TSXV: ZFR) ("

Zephyr

" or the

"

Company

") is pleased to announce that it has closed the recently announced non-brokered private

placement raising

$320,000

through the issuance of 4,000,000 units at a price of

$0.08

per unit.

Each Unit consists of one common share and one whole common share purchase warrant (a

"Warrant") of the Company (the "Units"). Each Warrant will be exercisable to purchase one common

share of the Company for

$0.12

for a period of twelve months from the closing date.

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

$0.24

for any 20 consecutive

trading days. If this occurs, the Company may accelerate the expiry date of the warrants by issuing

a press release announcing the reduced Warrant term whereupon the Warrants will expire on the

30

th

calendar day after the date of such press release.

Net proceeds from the funds raised will be used to evaluate and pursue mineral opportunities in

Zimbabwe

, and for general working capital purposes. All securities issued in connection with the

private placement, including the shares and warrants comprising the units are subject to a statutory

four-month hold period that expires

April 6, 2023

. The private placement is subject to acceptance by

the TSX Venture Exchange and required regulatory approvals.

In connection with the closing, the Company paid a cash finder's fee of

$11,200

and issued 140,000

finder's warrants to Leede Jones Gable; and a cash finder's fee of

$560

and issued 7,000 finder's

fee warrants to PI Financial Corp. Each finder's warrant entitles the holder to acquire one common

share of the Company at

$0.12

per share at any time on or before

December 5, 2023

. The expiry

date of the finder's warrants are also subject to the same acceleration clause as the Unit warrants.

About Zephyr Minerals Ltd.

Zephyr Minerals Ltd. is active in mineral exploration in

Colorado, USA

and

Zimbabwe

. 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

.

In

Zimbabwe

the Company is working to build a mineral property portfolio and to this end has

applied for two Exclusive Prospecting Orders covering 124,000 hectares. Zephyr is actively

assessing additional mineral opportunities in

Zimbabwe

on an ongoing basis.

Zimbabwe

boasts

favourable foreign ownership rules for mineral properties as well as prospective, underexplored

Archean greenstone belts.

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.

SOURCE

Zephyr Minerals Ltd.

View original content:

http://www.newswire.ca/en/releases/archive/December2022/05/c0274.html

%SEDAR: 00030509E

For further information:

Loren Komperdo, President & CEO, or Will Felderhof, Executive

Chairman, T: 902 706-0222, [email protected]

CO: Zephyr Minerals Ltd.

CNW 17:50e 05-DEC-22