Zephyr Announces Private Placement

Halifax, Nova Scotia--(Newsfile Corp. - January 21, 2026) - Zephyr Minerals Ltd. (TSXV: ZFR) (OTC Pink: ZPHYF) ("Zephyr" or the "Company") is pleased to announce that it intends to issue, by way of a non-brokered private placement financing, up to 4,000,000 units (each, a "Unit") at a price of $0.05 per Unit, for gross proceeds of up to $200,000 (the "Private Placement"). Each Unit will consist of one common share (each, a "Share") and one common share purchase warrant (each, a "Warrant") of the Company. Each Warrant will entitle the holder to acquire one additional Share at a price of $0.10 per Share for a period of two (2) years from the date of issuance.

Zephyr has successfully completed the first quarter of a comprehensive groundwater monitoring and analytical program at and surrounding the Dawson Gold deposit. The Company remains on schedule to complete the five-quarter program by the end of 2026. Upon receipt of all analytical data, the Company intends to resubmit a mining permit application to the Colorado Division of Reclamation, Mining and Safety for its 100%-controlled Dawson Gold property in Colorado, USA.

The Zimbabwean Government has recently appointed a new Minister of Mines. Loren Komperdo, President and CEO, stated, "The appointment is cause for cautious optimism regarding the granting of two Exclusive Prospecting Orders, covering 124,000 hectares, for which applications were submitted in 2021."

Proceeds received from the Private Placement will be used for general working capital purposes and to advance permitting on the Dawson Gold project. It is anticipated that certain insiders of the Company will participate in the Private Placement.

Finder's fees, consisting of cash and Warrants issued on the same terms as noted above, may be paid to qualified parties. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months and one day. The Private Placement remains subject to customary closing conditions, including approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.