Fort Lauderdale, Florida--(Newsfile Corp. - February 24, 2026) - ZEFIRO METHANE CORP. (Cboe Canada: ZEFI) (FSE: Y6B) (OTCQB: ZEFIF) (the "Company", "Zefiro", or "ZEFI") announced today that its annual and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of the Company, previously scheduled for March 4, 2026, has been postponed to 12:00 p.m. (Eastern time) on March 20, 2026 at Suite 5300, 66 Wellington Street West, Toronto, Ontario, M5K 1E6.

Further to the Company's news release dated February 12, 2026, the Meeting has been postponed to provide some separation between the hearing (the "Hearing") scheduled to be held before the British Columbia Securities Commission ("BCSC") on March 3 and 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 (collectively, the "Dissidents"). 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 (the "Board") 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, we are actively working on two possible transactions that we are anticipating would close in the next six months. Both of these transactions depend on post-meeting 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 ongoing impacts, not theoretical risks.

Notwithstanding the postponement of the Meeting, the record date for determining Shareholders entitled to vote at the Meeting, being January 28, 2026, shall remain unchanged. The deadline for submitting proxies has been extended to 12:00 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 (the "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 our strategic advisor, Advisense Partners, at 1.866.332.6772 (toll-free in North America), or via email 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 towards 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.

Michael Downs, the Chief Financial Officer of the Company is responsible for this news release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is often, but not always, identified by the use of words such as "seeks", "believes", "plans", "expects", "intends", "estimates", "anticipates" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. In particular, this news release contains forward-looking information including statements regarding the Hearing and the Meeting, including the timing and outcome thereof. The forward-looking information reflects management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed timeframes or at all. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The forward-looking information included in this news release is made as of the date of this news release and the Company expressly disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285101

Source: Zefiro Methane Corp.