Mr. Michael Downs reports
BRITISH COLUMBIA SECURITIES COMMISSION DISMISSES APPLICATION BROUGHT BY DISSIDENT TALAL DEBS
The B.C. Securities Commission has dismissed the application brought by Talal Debs, the former chief executive officer of Zefiro Methane Corp., X Machina Sustainable Technologies Inc. and X Machina Capital Strategies Fund I LP seeking, among other things, to disenfranchise certain shareholders from voting their shares at the coming annual and special meeting of Zefiro shareholders.
Further to the company's news releases dated Feb. 12 and Feb. 24, 2026, during the BCSC proceeding, the dissidents challenged the board's and management's efforts to address the significant liquidity challenges faced by Zefiro, which were caused by Mr. Debs's failure to act when he was CEO. On March 6, 2026, after a two-day hearing earlier in the week, the BCSC issued a decision dismissing the application, with reasons to follow.
"We are pleased that the dissidents' application was rejected as it challenged the company's good faith efforts to strengthen its balance sheet by reducing debt," said Correne Loeffler, independent chair of the board of Zefiro.
She continued, "We can now allow shareholders to have their say on the future of the company."
The meeting of Zefiro shareholders will be held at 12 p.m. Eastern Time on March 20, 2026, at Suite 5300, 66 Wellington St. West, Toronto, Ont., M5K 1E6. Shareholders of record as at Jan. 28, 2026, are entitled to vote at the meeting. The deadline for submitting proxies for the meeting is 12 p.m. Eastern Time on March 18, 2026 (or, if the meeting is adjourned or further postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the adjourned or further postponed meeting).
The board of Zefiro recommends that shareholders use only the gold proxy or gold voting information form included with Zefiro's management information circular mailed to shareholders to vote for the election of each of management's nominee directors, namely: Ms. Loeffler, Catherine Flax, Jonson Sun, Daryl Heald and Hudheifa Moawalla, and in accordance with the board's voting recommendations on the other matters to be considered at the meeting as disclosed in the circular.
Shareholders should discard the blue proxy and any other proxy materials or voting forms provided by the dissidents and use only the gold proxy or gold VIF provided by management of Zefiro. The board urges shareholders to vote in advance of the proxy deadline to ensure their votes are counted.
Shareholders are encouraged to read the circular in its entirety and vote their shares as soon as possible ahead of the proxy voting deadline. Any gold proxy or gold VIF previously submitted for the meeting remains valid, and no further action is required of shareholders who have already voted their shares.
If you are a non-registered shareholder and have received your meeting materials from your bank, broker or other financial intermediary, please follow the instructions from your bank, broker or other financial intermediary for instructions on how to vote your shares.
Have questions or need help voting?
If you have any questions or require any assistance with your vote, please contact strategic adviser Advisense Partners at 1-866-332-6772 (toll-free in North America) or e-mail engage@advisensepartners.com.
About Zefiro Methane Corp.
Zefiro is an environmental service company, specializing in methane abatement. Zefiro strives to be a key commercial force toward active sustainability. Leveraging decades of operational expertise, Zefiro is building a new tool kit to clean up air, land and water sources directly impacted by methane leaks. The company has built a fully integrated ground operation driven by an innovative monetization solution for the emerging methane abatement marketplace. As an originator of high-quality United States-based methane offsets, Zefiro aims to generate long-term economic, environmental and social returns.
We seek Safe Harbor.
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