Company History

Zephyr Minerals Ltd.completed its initial public offering of 3,000,000 common shares (the "Offering") to raise gross proceeds of $300,000 on April 5, 2011 and had its common shares listed for trading on the TSX Venture Exchange as a capital pool company under the symbol ZFR.P. Macquarie Private Wealth Inc. ("Macquarie") acted as lead agent for the Company for the Offering. Zephyr paid a cash commission totaling $30,000 and 300,000 agents options exercisable at $0.10 per share until April 5, 2013. Also on April 5, 2011, Zephyr issued 1,275,000 incentive stock options to directors and officers exercisable at a price of $0.10 that expire on April 5, 2016.

Trading of the common shares of Zephyr was halted at Zephyr's request when it announced its proposed Qualifying Transaction on June 8th, 2011 and was to remain halted pending the completion of the Qualifying Transaction and until the TSX-V authorized a reinstatement of trading.

On June 7, 2011, the Zephyr entered into an arm's length letter of intent with SLAM Exploration Ltd. ("SLAM") which sets out the general terms and conditions of the agreement between the Company and SLAM whereby the Company has the option to acquire up to a 70% interest in 12 contiguous mining claims ("Keezhik Claims") situated in the Pickle Lake region, Ontario, Canada. Subsequently, on August 10, 2011, the Company announced that it had entered into a definitive agreement (the "Definitive Agreement") with SLAM for the right to earn up to a 70% interest in the Keezhik Claims covering approximately 2,704 hectares (the "Transaction").

The Transaction represents an agreement in principle and constitutes the Company's Qualifying Transaction pursuant to TSX-V Policy 2.4, Capital Pool Companies ("Policy 2.4"). Following completion of the Transaction, Zephyr becomes a Tier 2 mining exploration company.

The TSX Venture Exchange approved this Qualifying Transaction on September 30, 2011, subject to a number of pre-closing and post-closing conditions. Zephyr entered into an agent agreement with Macquarie to act as agent for a private placement financing, and on October 31, 2011, the Company completed the private placement of 1,348,797 common shares for gross proceeds of $472,079, thereby closing its Qualifying Transaction. 

The shares of Zephyr resumed trading on the TSX Venture Exchange on November 4, 2011, as a Tier 2 mining exploration company under the ticker symbol ZFR.

On October 5, 2012, Zephyr announced it had entered into a purchase agreement to acquire a 100% interest in the Dawson Gold Property; an advanced stage project with excellent exploration potential, located in Colorado, USA.

October 31, 2012 Zephyr Minerals Ltd. announced that it had closed the previously announced purchase and sale agreement with Celtic Minerals Ltd. to purchase a 100% interest in the Dawson gold project in Colorado, USA. The acquisition was done by way of a share purchase agreement, whereby Zephyr acquired 100% of Celtic Gold Ltd., a Colorado company and subsidiary of Celtic Minerals, who holds title to the Dawson project. 

November 15, 2012 Zephyr Minerals Ltd. closed a previously announced private placement to raise $300,050 through the issuance of 2,000,332 units at a price of $0.15 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one common share at an exercise price of $0.20 per common share at any time on or before the 12-month anniversary of the closing of the offering.  

February 28, 2013 Zephyr Minerals Ltd. closed a previously announced private placement to raise $452,009 through the issuance of 2,511,166 units at a price of $0.18 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one common share at an exercise price of $0.25 per common share at any time on or before the 12-month anniversary of the closing of the offering.  

July 23, 2014 Zephyr Minerals Ltd. closed a previously announced private placement to raise $260,000 through the issuance of 1,733,333 units at a price of $0.15 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one common share at an exercise price of $0.20 per common share at any time on or before the 12-month anniversary of the closing of the offering.  

February 10, 2015 Zephyr Minerals Ltd. closed a previously announced private placement to raise $257,300 through the issuance of 1,715,333 units at a price of $0.15 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one common share at an exercise price of $0.20 per common share at any time on or before the 12-month anniversary of the closing of the offering.  

November 18, 2015 Zephyr Minerals Ltd. closed a previously announced private placement to raise $1,350,000 through the issuance of 9,000,000 units at a price of $0.15 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one common share at an exercise price of $0.20 per common share at any time on or before the 22-month anniversary of the closing of the offering.