Mr. David Felderhof reports

ZEPHYR CLOSES PRIVATE PLACEMENT

Zephyr Minerals Ltd., further to its news releases dated Sept. 23, 2026, and Oct. 9, 2026, has closed a non-brokered private placement through the issuance of 5.2 million units for gross proceeds of $260,000. Each unit consists of one common share and one common share purchase warrant of the company. Each warrant entitles the holder to acquire one additional share at a price of 10 cents for a period of 24 months from the date of issuance.

Proceeds from the private placement will be used for general working capital purposes and to advance permitting activities on the Dawson gold project.

In connection with the private placement, Zephyr paid finders' fees of $2,100 in cash and issued 42,000 finders' warrants to an arm's-length party. Each finder's warrant entitles the holder to acquire one share on the same terms as noted above. All securities issued in connection with the private placement are subject to a statutory hold period of four months and one day. The private placement is subject to final acceptance by the TSX Venture Exchange.

Insiders of the company acquired an aggregate of 1.7 million units in the private placement for proceeds of $85,000. Participation by insiders in the private placement constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 found in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of insider subscriptions does not constitute more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing date of the private placement as the details of the private placement and the participation therein by the insiders were not settled until shortly prior to the closing of the private placement, and the company wished to close the private placement on an expedited basis for sound business reasons.

About Zephyr Minerals Ltd.

Zephyr Minerals is focused on obtaining a mining permit for its 100-per-cent-owned Dawson gold project in Colorado and advancing the project to the next stage of development. The company is pursuing an appeal of the rejection of two EPO applications in Zimbabwe covering approximately 124,000 hectares prospective for gold and other minerals.

We seek Safe Harbor.