Trading Symbol: ZFR.P: TSX-V
Shares Outstanding: 13,024,500
HALIFAX, Sept. 30, 2011 /CNW/ - Zephyr Minerals Ltd. ("Zephyr" or the "Company") (TSXV:ZFR.P) is pleased to announce that the TSX Venture Exchange
('the Exchange") has approved Zephyr's previously announced Qualifying
Transaction subject to a number of pre-closing and post-closing
conditions. The closing date of Zephyr's Qualifying Transaction and
concurrent financing are expected to be completed on or about October
14, 2011. Zephyr's Filing Statement is available through the internet
on SEDAR which can be accessed at www.sedar.com.
Trading of the common shares of Zephyr ("Common Shares") was halted at
Zephyr's request when it announced its proposed Qualifying Transaction
on June 8, 2011 and will remain halted pending closing of the
Qualifying Transaction and the Exchange's receipt of satisfactory
Pursuant to the Qualifying Transaction Zephyr will acquire from SLAM
Exploration Ltd. ("SLAM") (TSX-V: SXL) an option to acquire up to a 70%
interest in the Keezhik Gold Property in Ontario, Canada, located
approximately 115 kilometers east-northeast of the town of Pickle Lake
on NTS Map Sheet 52P/15SE&16SW and consisting of 12 contiguous claims
covering approximately 2,704 hectares (the "Keezhik Claims").
Zephyr has the exclusive right to earn up to a 70% interest in the
Keezhik Claims by making cash payments, issuing Common Shares, and
conducting work programs on the Keezhik Claims over two phases (the
"Transaction"). In phase one, Zephyr may earn a 50% interest in the
Keezhik Claims by making cash payments totaling $104,500, issuing
594,000 Common Shares, and completing work programs on the Keezhik
Claims with a total value of a minimum of $650,000 over a three year
period. If Zephyr completes phase one and earns a 50% interest, Zephyr
has the right to earn a further 20% in the Keezhik Claims by making
cash payments totaling $121,000, issuing 880,000 Common Shares, and
completing work programs on the Keezhik Claims with a total value of a
minimum of $900,000 over a two year period.
The arm's length Transaction is intended to constitute Zephyr's
Qualifying Transaction, as defined under the TSX Venture Exchange
Policy 2.4, Capital Pool Companies.
Zephyr entered into an agreement with Macquarie Private Wealth Inc.
("Macquarie") to act as agent for the private placement financing on a
"commercially reasonable best efforts" basis. The financing will be a
brokered private placement of common shares priced at $0.35 for a
minimum of $400,000 and a maximum of $1,050,000. The current officers
and directors of Zephyr may subscribe under the proposed private
This press release was prepared under the supervision of R.T. Chataway,
P. Geo., who is a Qualified Person as defined under National Instrument
43-101. Mr. Chataway has reviewed the scientific and technical
information in this press release.
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, further due diligence, and
Exchange acceptance. There can be no assurance that the transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Qualifying Transaction,
any information released or received with respect to the Qualifying
Transaction may not be accurate or complete and should not to be relied
upon. Trading in the securities of a capital pool company should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release. The TSX Venture Exchange does not
accept responsibility for the adequacy or accuracy of this press
SOURCE ZEPHYR MINERALS LTD.
For further information:
David H. Felderhof
Director and Vice President, Zephyr Minerals Ltd.
T: 902 448-1149
F: 866 941-4715