An anonymous director reports

ZEFIRO INVESTIGATING FORMER CEO; ZEFIRO INVESTIGATING SERIOUS MISCONDUCT ALLEGED AGAINST TALAL DEBS; MR. DEBS SUED BY THE LARGEST INVESTOR OF XMST AND XMC FOR FRAUDULENT ACTIVITY, MISMANAGEMENT AND BREACHES OF FIDUCIARY DUTY

Zefiro Methane Corp. has commenced an internal investigation to assess whether any potential misconduct may have occurred involving director Talal Debs. This internal investigation follows the filing of a civil lawsuit in which Mr. Debs is named as a defendant. The complaint includes allegations concerning his conduct both before and during his tenure as chief executive officer of the company. Mr. Debs served as CEO from Dec. 1, 2023, until his removal on June 6, 2025, and remains a member of the company's of directors.

The of directors of the company recently became aware of a complaint filed in New York against Mr. Debs concerning his alleged misconduct at X Machina Sustainable Technologies Inc. (XMST) and its related entities, including X Machina Capital Strategies (XMC). While XMST and XMC continue to be significant shareholders of the company, Mr. Debs's role and control of XMST is subject to that dispute. A copy of the complaint can be found on-line.

During a meeting on Oct. 7, 2025, the board determined that an investigation was necessary because of alleged improprieties in the complaint on the part of Mr. Debs in handling funds and other alleged misconduct in his capacity as a fiduciary. The board, with Mr. Debs abstaining, resolved to constitute a special committee of directors.

Following the conclusion of the meeting, Mr. Talal Debs issued a press release stating his intention to nominate an alternative slate of directors for election at the upcoming annual general meeting. The company was neither informed of this action in advance nor consulted regarding its contents. To avoid any misunderstanding, the company clarifies that Mr. Debs' announcement was made solely in his personal capacity and was not authorized, endorsed or approved by the company. The company further notes that questions have arisen regarding the propriety of Mr. Debs's announcement, as the recently filed complaint alleges that Mr. Debs does not currently control the XMST shares on which his purported nomination rights may depend.

The will monitor Mr. Debs's conduct and ensure that he does not interfere with the special committee's investigation. While it continues, the company reminds shareholders that no conclusions have been reached. Updates may be provided by the company from time to time as the investigation proceeds as determined appropriate by the special committee in due course and in compliance with applicable law.

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 U.S.-based methane offsets, Zefiro aims to generate long-term economic, environmental and social returns.

We seek Safe Harbor.