Zephyr Minerals Ltd. Announces Non-Brokered Private Placement

Halifax, Nova Scotia — Zephyr Minerals Ltd. (TSXV: ZFR; OTC Pink: ZPHYF) (the “Company” or “Zephyr”) announced on January 21, 2026 that it has launched a non-brokered private placement financing to raise up to CAD $200,000 to support its ongoing exploration and permitting work at its flagship Dawson Gold project in Colorado, USA.

Details of the Private Placement Offering

The Company intends to issue up to 4,000,000 Units at a price of $0.05 per Unit. Each Unit will consist of:

• One (1) common share of Zephyr; and
• One (1) common share purchase warrant.

Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of $0.10 per share for a period of two years following issuance.

Purpose of the Financing

Proceeds from the private placement are expected to be used for:

• General working capital purposes; and
• Advancing permitting activities for the Company’s 100%-owned Dawson Gold project in Colorado.

The Company also indicated that certain insiders may participate in the financing, helping to align management interests with shareholder value creation.

Project Updates and Strategic Goals

Zephyr reported that it has completed the first quarter of groundwater monitoring and analytical work surrounding the Dawson Gold deposit. This monitoring is part of a five-quarter program required to support a renewed mining permit application to the Colorado Division of Reclamation, Mining and Safety (DRMS).

The Company remains on track to complete this program by the end of 2026, after which it plans to resubmit its mine permitting application. Successful permitting would allow Zephyr to advance its underground access and exploration drilling plans.

Zimbabwe Mining Exploration Efforts

In addition to work in the United States, Zephyr continues to pursue mineral opportunities in Zimbabwe. A new Minister of Mines has recently been appointed by the Zimbabwean Government, which the Company says provides “cautious optimism” regarding the granting of two Exclusive Prospecting Orders (EPOs) for approximately 124,000 hectares — applications submitted in 2021.

Finder’s Fees and Closing Conditions

Finder’s fees may be payable in cash and warrants on the same terms as those issued under the offering to qualified parties helping to place the financing. All securities issued through the private placement will be subject to a four-month and one-day statutory hold period.

The closing of the private placement is subject to customary conditions, including approval by the TSX Venture Exchange (TSXV). Zephyr cautioned that the news release does not constitute an offer to sell securities in the United States, where such securities have not been registered under U.S. securities laws.

About the Dawson Gold Property

The Dawson Gold deposit hosts a National Instrument 43-101 compliant inferred gold resource, with an estimated:

• 343,000 tonnes grading 12.11 g/t gold (133,500 ounces) at a 5 g/t cutoff; and
• 116,300 ounces of gold at 10.55 g/t with a 40 g/t top cut.

The property exhibits exploration potential at depth and along untested zones to the east and west of the known deposit. Zephyr believes that rising gold prices and favorable project attributes — including a small environmental footprint and nearby infrastructure — enhance the project’s appeal.

About Zephyr Minerals Ltd.

Zephyr Minerals is focused on advancing its 100%-owned Dawson Gold project in Colorado and exploring opportunities for gold and lithium in Zimbabwe. The Company’s long-term strategy combines permitting success in the U.S. with international exploration upside, targeting long-term value creation for investors.