Zefiro Founder and Former Chairman Issues Letter to Shareholders

TORONTO, Nov. 06, 2025 (GLOBE NEWSWIRE) -- Dr. Talal A. Debs, Founder and Director of Zefiro Methane Corp. (Cboe: ZEFI) ("Zefiro"), today issued the following letter to Zefiro shareholders:

November 6, 2025

SUBJECT: Urgent Call to Restore Value, Accountability, and the Founder’s Vision at Zefiro Methane Corporation

To My Fellow Shareholders,

As the founder of Zefiro Methane Corporation (Zefiro or the Company) and of X Machina Capital Strategies Fund I LP (XMC), which remains the largest shareholder of the Company – holding an aggregate of 20,711,500 common shares directly or indirectly, representing 27.26% of the issued and outstanding common shares – I am deeply disturbed and frustrated by events at the Company since I was ‘ousted’ from leadership in early June of this year.

I founded Zefiro and took it public with a clear and powerful vision: to build a premier, vertically integrated environmental services company. The strategy was simple and proved effective, built on three key pillars to drive a diversified revenue stream:

Asset Retirements and Environmental Services
Environmental Markets & Carbon Credit Origination
Environmental Data & Monitoring

These pillars encompass tremendous opportunities in distinct, growing markets where Zefiro can be a clear leader. In just the last few weeks, achievements which were spearheaded by the prior management team have at last been announced, providing hard evidence of the effectiveness of the Zefiro business model:

Zefiro’s first monetization of CO2 offsets
Zefiro’s first commercial inroads in methane monitoring
Zefiro’s strong asset retirement pipeline, even in a services slowdown

Notwithstanding these achievements, what really matters is the drive and focus to take this success beyond these ‘green shoots’ of new growth.

Leaders Focused on the Wrong Things

In spite of milestones that evidence our momentum, the current Board of Directors and management has no such drive; they have instead steered the Company dangerously off course, seemingly intent on entangling the Company in a web of conflicts of interest, which has led to governance failures and short-term thinking. The result of this poor leadership is not theoretical but potentially catastrophic.

Under the current management’s leadership, they have overseen:

Decommissioning the Zefiro Lifecycle Solution (ZLS) (including the Fiùtur investment and CarbonAI partnership, both discontinued by current management); this decision has in my view already lost Zefiro shareholders millions of dollars and potentially tens of millions in the future.
Discontinuation of ZMC’s proprietary AI-driven mapping tool for leaking oil and gas wells, foregoing potential gains in resource efficiency and new revenue streams; this capability being key for Zefiro’s first break into the methane monitoring line of business.
Failing to deliver a carbon credit pipeline that in my view could have delivered millions of dollars in bankable value this year; this along with the termination of the team leader (now an XMC executive) responsible for delivering Zefiro’s only successful batch of carbon credits.

Rather than driving value, Interim CEO and Director, Catherine Flax appears focused on cutting profitable programs and taking credit for others’ accomplishments.

There is little value in detailing the litany of problems with Zefiro’s current leadership, but shareholders should appreciate the following points:

Debt to Insiders: Zefiro owes a significant sum (at high interest) to its CEO and her spouse; Catherine Flax’s spouse is the holder of the Zefiro USA Note in the amount of US$1.3mm (inclusive of accrued interest) and Catherine Flax is the holder of US$0.8mm of the loan principal of the US$2.48mm loan that closed in May 2025. For the CEO and her spouse to have over US$2.1 mm of loan exposure to a company of our size creates a very real conflict between her fiduciary duties to the Company and her personal interests.
Inappropriate Directorships: Catherine Flax is a board member of Abaxx Technologies Inc. and the Chair of the Board of Directors of Base Carbon Inc., both entities who operate businesses that compete with Zefiro. In light of these conflicts of interest, it is inappropriate for Catherine Flax to be the CEO of Zefiro, or continue with those directorships, and Zefiro shareholders should be concerned about Catherine Flax’s ability to act impartially and in the best interest of Zefiro.
An Apparently Personal Pre-occupation with XMC: Launching an investigation into my conduct as CEO based on a meritless claim, as Catherine Flax and the rest of the Board of Directors have recently done, illustrates again the poor judgement and lack of focus of the current Zefiro leadership. Catherine Flax was terminated from her former role at XMC. It is troubling that she is now using Zefiro’s resources and platform to coordinate and advance a baseless claim against XMC. This is an inappropriate use of the Company’s resources, and we need leadership with their eyes fixed on future of Zefiro.

Zefiro cannot continue to operate in a situation where its directors have more to gain from their own personal interests than they do from creating value for the benefit of all Zefiro shareholders. At this juncture, I have lost all confidence in the current leadership. Their actions are self-interested, ineffective and not in the best interests of Zefiro and its shareholders. It is time for a change.

The Path Back to Prosperity

The XMC team under my leadership created Zefiro. Following this vision, many people from XMC played a role in growing Zefiro to its current scale. And we at XMC know best how to put it back on a path that will drive this business forward. Most importantly, we have a clear strategy for Zefiro:

Return to the Core: Immediately re-center on our three high-growth revenue streams.
Re-engage Our Strengths: Re-activate Zefiro’s technology and sustainability advantages.
De-Lever the Business: Clean up the contaminated balance sheet.
Drive Growth: Leverage the same entrepreneurial grit that built Zefiro in the first place.

Change is Required, and Change is Coming.

At the Annual General Meeting, which must be held this calendar year, I will be putting forth an alternative, independent, and highly qualified slate of directors for your consideration. I look forward to re-engaging with you as we work together to reclaim the future of our company.

Sincerely,

Dr. Talal Debs

Founder and Board Member, Zefiro Methane Corporation

Founder and Managing Member, XMC Strategies

Additional Information

The information contained in this letter 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.

For More Information:

Shareholder Inquiries:
Christine Carson
Carson Proxy Advisors
E: christine@carsonproxy.com
C: 416-778-1556

Media Inquiries:
John Vincic
Oakstrom Advisors
E: john@oakstrom.com
C: 647-402-6375

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