The Globe and Mail

Go to the Globe and Mail homepage

Jump to main navigationJump to main content

Press release from CNW Group

Zephyr Minerals Ltd. closes Qualifying Transaction

Monday, October 31, 2011

Zephyr Minerals Ltd. closes Qualifying Transaction10:12 EDT Monday, October 31, 2011Trading Symbol:  TSX-V: ZFR .PShares Outstanding: 14,373,297  HALIFAX, Oct. 31, 2011 /CNW/ - Zephyr Minerals Ltd. ("Zephyr" or the "Company") (TSXV: ZFR.P) is pleased to announce that it has completed its Qualifying Transaction and a $ 472,079 private placement on October 28, 2011.Qualifying TransactionZephyr acquired from SLAM Exploration Ltd. ("SLAM") (TSX-V: SXL) an option to earn 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 of Zephyr ("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.  Zephyr has issued 132,000 Common Shares and paid an aggregate of $27,500, and intends to complete a minimum of $150,000 in exploration expenditures on the Keezhik claims over the next 12 months to satisfy the terms of year one of the  option agreement.Upon completion of phase one, Zephyr will have earned a 50% interest in the Keezhik Claims and the right to earn a further 20% 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 constitutes Zephyr's qualifying transaction ("Qualifying Transaction").  Trading of the common shares of Zephyr was halted at Zephyr's request when it announced its proposed Qualifying Transaction on June 8, 2011 and will remain halted pending the TSX Venture Exchange's receipt of satisfactory documentation.David Felderhof, Vice President of Zephyr stated "We are very pleased to have achieved this first milestone in the advancement of Zephyr.  Management is looking forward to commencing its initial exploration program on the Keezhik Claims as well as evaluating potential gold and silver opportunities in the Americas".Private PlacementZephyr completed a brokered private placement of 1,348,797 common shares for gross proceeds of $472,079.  Zephyr paid a commission totaling $33,045.53 and 94,416 agents options exercisable at $0.35 per share until October 28, 2013.Management & Board of DirectorsThe following are summaries of those deemed to be insiders, directors, and principle management of Zephyr including the respective positions with the Company and their relevant work and educational background.Loren Komperdo:President & CEO, Director - Mr. Komperdo of Calgary, Alberta, a professional geologist, has been actively involved in the management of public resource companies since 1994. Mr. Komperdo was President and CEO of Keeper Resources Inc., a TSX-V listed company since inception in October 2003 until May 2008 at which time the Company was acquired by Vietnam Resource Investments (Holdings) Limited. Prior to that, Mr. Komperdo co-founded TSX listed Tiberon Minerals Ltd. and served as its President and Chief Executive Officer from January 1995 until June 2003 and as a Director from January 1995 until March 2009.  In 2007, Tiberon was acquired by Dragon Capital Management Ltd. Mr. Komperdo received a Bachelor of Science (Geology) degree from the University of Alberta in 1979.John M. Clark: CFO, Director - Mr. Clark of Toronto, Ontario, is a chartered accountant and has been President of Investment and Technical Management Corp., a corporate finance and merchant banking firm, since 1999.  He is on the board of directors of a number of companies in Canada and the United States. Previously, he was Executive Chairman of Laurasia Resources Limited, an oil and gas company, from 1988 until its merger with Startech Energy Inc. in 1997.  From 1982 to 1987, Mr. Clark was a Senior Manager with Thorne Riddell Chartered Accountants (now KPMG).David H. Felderhof: Vice President, Director - Mr. Felderhof of Halifax, Nova Scotia, holds a Bachelor of Arts (Economics) Degree and a Bachelor of Business Administration (Finance) Degree from St. Francis Xavier University in 2002 and 2003 respectively.  Mr. Felderhof served as Vice President and Director of TSX-V listed Royal Roads Corp. (predecessor to Buchans Minerals Corp.) from 2007 until 2010.  Mr. Felderhof also served as Vice President and Director of TSX-V listed Buchans Minerals Ltd. from 2007 until its amalgamation with Royal Roads Corp. in 2008.  Prior to his involvement with Royal Roads Corp., Mr. Felderhof was an Investment Advisor with BMO Nesbitt Burns.Glenn R. Williams: Director - Mr. Williams of Bedford, Nova Scotia, (67), was the Regional Managing Partner for Grant Thornton LLP, before he retired in 2007.  Mr. Williams has played an active role in the Canadian Institute of Chartered Accountants, Accounting and Auditing Standards Setting Process, having served as Chairman of the Accounting Standards Committee, a member of the Auditing Committee, and Chairman of the Task Force on Related Party Transactions. Mr. Williams is also a Fellow of the Institute of Chartered Accountants of Nova Scotia and is a Director of TSX listed Acadian Mining Corporation and Namibia Rare Earths Limited.Mark Billings: Director - Mr. Billings of Montreal, Quebec,is the President and CEO of TSX-V listed Orex Exploration Inc.  Mr. Billings also serves as the CFO of Argex Mining Inc. (TSX-V; RGX) and is on the board of directors of a number of companies in Canada and the United States.  From 2004 to 2006, Mr. Billings was Vice-President of Corporate Finance with Desjardins Securities Inc., where he led a number of public and private financings and took companies public on the Canadian exchanges.  Mr. Billings has a Master of Business Administration degree, with honours, from the Harvard Business School, from where he graduated in 1995.  In 2002, he was awarded the Chartered Financial Analyst (CFA) designation from the CFA Institute in Charlottesville, Virginia.D. Suzan Frazer: Corporate Secretary - Ms. Frazer is a partner of the Halifax office of the law firm, McInnes Cooper.  Ms Frazer is a member of the Canadian Bar Association and the Nova Scotia Barristers' Society and is the practice group leader for McInnes Cooper's corporate finance and securities group.Jose M. R. Berardo: Insider >10% Shareholder - Mr. Berardo of Portugal, is an entrepreneur, businessman, and stock investor.  He is the principal shareholder of Investments &Technical Management Ltd., and the Chairman of Metalgest, SGPS, S.A..  Mr. Berardo was the founder of Egoli Consolidated Mines Ltd., a gold extraction company.About Zephyr Minerals Ltd.Zephyr is a Canadian based company focused on exploration for gold and silver in the Americas.  Zephyr's newly optioned Keezhik Gold Property located in the Fort Hope area of Ontario, Canada, is situated within the same greenstone belt that hosts the world-famous Red Lake gold mine owned by Goldcorp Inc.  The only hole drilled on the Keezhik Claims in 2010 contained several mineralized intersections including 1.5 metres of 22.0 g/t gold.  This hole was drilled on one of a series of soil (humus) geochem anomalies which stretch for over 2km's along the favourable geological contact zone.  This points to excellent discovery potential in this largely unexplored area.Resumption of TradingSubject to filing required documentation with the TSX Venture Exchange, Zephyr will resume trading on Tier 2 of the TSX Venture Exchange on a date to be determined by the Exchange.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 the Exchange's final 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 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 Zephyr 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 release.For further information: David H. Felderhof Director and Vice President, Zephyr Minerals Ltd. T: 902 446-4189 F: 866 941-4715 To be on the Zephyr email database for company updates please contact