Ms. Catherine Flax reports

ZEFIRO METHANE IMPROVES BALANCE SHEET WITH SHARES FOR DEBT SETTLEMENTS

Zefiro Methane Corp. has entered into debt settlement agreements with two creditors to eliminate an aggregate of $674,846 in outstanding debt at a price of 44 cents per common share.

The debt settlements will involve a combination of equity issuances by the creditors of the amounts owing to them pursuant to the debt settlements, the company will issue an aggregate of 1,533,741 common shares in the capital of the company.

The company views these strategic debt settlements as a positive step toward strengthening its balance sheet and continuing to reduce overall debt obligations.

All common shares issued in connection with the debt settlement will be subject to a statutory four-month-and-one-day hold period, in accordance with the policies of the Cboe Canada Exchange and applicable securities laws.

Catherine Flax, who is a director and officer of the company, is the spouse of one of the creditors who participated in the foregoing transactions, and settled $468,000 (U.S.) in outstanding debt under a promissory note dated Sept. 1, 2023. Ms. Flax is a related party of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. As a result, the settlement of the debt, including by way of issuance of such debt shares to Ms. Flax, is considered to be a related party transaction, as such term is defined in MI 61-101. The company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market value of the portion of the debt settled with Ms. Flax, including by way of issuance of such debt shares to Ms. Flax, did not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The transaction was reviewed and approved by the board of directors of the company (with Ms. Flax abstaining from participating in the deliberations relating to, and approval of, the transaction). The company did not file a material change report 21 days before the completion of the transaction as the participation in the transaction by the creditors, including Ms. Flax, were not settled until shortly prior to closing. Upon completion of this transaction, Ms. Flax holds 8,630,325 common shares of the company.

About Zefiro Methane Corp.

Zefiro is an environmental services 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 toolkit 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.