Dr. Talal A. Debs, Founder and Director of Zefiro Methane Corp. (Cboe: ZEFI) (“Zefiro”), announced today that he no longer has confidence in the ability of Zefiro's management to manage the company in a manner consistent with the best interests of Zefiro and its shareholders. As Managing Partner of X Machina Capital Strategies (“XMC”), Dr. Debs also represents the largest single shareholder of Zefiro. Because attempts to address his concerns have been unsuccessful, Dr. Debs intends to nominate an alternative slate of directors for election atZefiro's annual general meeting (the “Meeting”) to be held, in accordance with its bylaws, no later than Dec 31, 2025.
Dr. Debs intends to issue an open letter to shareholders that will highlight the current board's and management's history of mismanagement, lack of strategic focus, and failure to adhere to appropriate corporate governance standards.
As the letter will make clear, the current management and Board are neither sufficiently independent nor aligned with the best interests of shareholders. Instead, they are conflicted and unfocused. Their lack of strategic focus and failure to drive growth in the business has contributed to recent poor performance in the stock. As a result, at the Meeting, Dr. Debs intends to nominate an alternative slate of directors, each of whom will bring much needed expertise and direction to the board.
Additional Information
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. No record or meeting date has been set for the Meeting and shareholders are not being asked at this time to execute a proxy in favour of any resolution that may be considered at the Meeting. In connection with the Meeting, Dr. Debs may file a dissident information circular in due course in compliance with applicable corporate and securities laws.
Notwithstanding the foregoing, Dr. Debs is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) in accordance with Canadian securities laws applicable to public broadcast solicitations.
The information contained herein and any solicitation made by Dr. Debs in advance of the Meeting is, or will be, as applicable, made by Dr. Debs and not by or on behalf of the management of Zefiro. All costs incurred for any solicitation will be borne by XMC, provided that, subject to applicable law, XMC may seek reimbursement from Zefiro of its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
Dr. Debs is not soliciting proxies in connection with the Meeting at this time. Dr. Debs may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Dr. Debs. Any proxies solicited by or on behalf of Dr. Debs may be solicited pursuant to a dissident information circular sent to shareholders, after which solicitations may be made by or on behalf of Dr. Debs, in person, or by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian securities laws.
Dr. Debs is not requesting that shareholders submit a proxy at this time. If and when Dr. Debs commences a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
Zefiro's registered and records office is located at 2501 – 550 Burrard Street, Vancouver, British Columbia, V6C 2B5.
Early Warning Disclaimer
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the securities regulatory authorities in each of the jurisdictions in which the Issuer is a reporting issuer in certain circumstances (the “Early Warning Report”). In the present circumstance, this Early Warning Report is being filed due to a change in intentions with respect to a change of management and the board ofZefiro, both on Mr. Deb's own behalf and on behalf of the entities he controls.
Prior to the filing of the early warning report, XMC, Mr. Debs and X Machina Sustainable Technologies Inc. beneficially owned, directly or indirectly, an aggregate of 20,711,500 common shares of Zefiro (“Common Shares”), representing 27.26% of the issued and outstanding Common Shares (as disclosed inZefiro's annual information form dated September 29, 2025).
A copy of the Early Warning Reports filed in connection with this news release will be available under Zefiro's SEDAR+ profile at www.sedarplus.caand can also be obtained by contacting + 1 (202) 823-2333 – 501 E Las Olas Blvd. Suite 200 & 300, Ft Lauderdale, Florida, 33301.
SOURCE Talal A. Debs
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