Mr. Michael Downs reports
ZEFIRO ANNOUNCES POSTPONEMENT OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO MARCH 20, 2026
The annual and special meeting of the holders of common shares of Zefiro Methane Corp., previously scheduled for March 4, 2026, has been postponed to 12 p.m. Eastern Time on March 20, 2026, at Suite 5300, 66 Wellington St. W, Toronto, Ont., M5K 1E6.
Further to the company's news release dated Feb. 12, 2026, the meeting has been postponed to provide some separation between the hearing scheduled to be held before the British Columbia Securities Commission (BCSC) on March 3, 2026, and March 4, 2026, and the meeting date. The hearing was scheduled by the BCSC in response to an application brought by Talal Debs, the former chief executive officer of Zefiro, who was terminated from his executive position and is currently under investigation by the company for potential misconduct, X Machina Sustainable Technologies Inc. and X Machina Capital Strategies Fund I LP. As detailed in the company's prior news release, the company believes that the allegations set forth in the dissidents' application are entirely without merit and an attempt to gain an unfair advantage through a misuse of the Canadian securities regulatory process.
In furtherance of these tactics, the dissidents have attempted to delay the hearing and push the meeting to the end of March, which would deprive shareholders of having their say on the future of the company on a timely basis. The board of directors of Zefiro believes that it is in the best interests of the company and its shareholders to hold the meeting as soon as practicable. The board believes that the postponement of the meeting to March 20, 2026, strikes an appropriate balance by providing shareholders with the benefit of knowing the outcome of the hearing before voting at the meeting, while still holding the meeting on a timely basis to permit shareholders to determine who they believe is best positioned to lead the company and allow management of the company to move forward with running Zefiro's business free of the distractions from the dissidents' proxy contest.
Moving forward with the meeting as soon as practicable is also necessary to preserve multiple time-sensitive strategic transactions, restore access to capital and stabilize operations. For example, the company is actively working on two possible transactions that it is anticipating would close in the next six months. Both of these transactions depend on postmeeting stability to ensure governance certainty, financing commitments and board approvals. Institutional investors and lenders have made clear that they will not engage while this proxy dispute continues. As a result, liquidity is being eroded, financing is stalled and ordinary business initiatives have been delayed. These are real and continuing impacts, not theoretical risks.
Notwithstanding the postponement of the meeting, the record date for determining shareholders entitled to vote at the meeting, being Jan. 28, 2026, shall remain unchanged. The deadline for submitting proxies has been extended to 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 recommends that shareholders use only the gold proxy or gold voting information form (VIF) included with Zefiro's management information circular mailed to shareholders to vote for the election of each of management's nominee directors, namely: Correne 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 any 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.
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.
Except as expressly noted herein, all information and other matters disclosed in the circular remain unchanged and unaffected by the postponement of the meeting. No additional meeting materials will be mailed to shareholders by the company. Shareholders are encouraged to read the circular in its entirety and vote their shares as soon as possible ahead of the proxy voting deadline.
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 the company's strategic adviser, Advisense Partners, at 1-866-332-6772 (toll-free in North America) or via e-mail at engage@advisensepartners.com.
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.
© 2026 Canjex Publishing Ltd. All rights reserved.