Toronto, Ontario--(Newsfile Corp. - October 23, 2026) - ZEFIRO METHANE CORP. (CBOE CA: ZEFI) (FSE: Y6B) (OTCQB: ZEFIF) (the "Company", "Zefiro", or "ZEFI") is pleased to announce that it has closed a non-brokered private placement for gross proceeds of approximately C$5.0 million (the "Offering").

Pursuant to the Offering, the Company issued an aggregate of 7,575,758 units of the Company (the "Units") at a price of C$0.66 per Unit for gross proceeds of C$5,000,000.28. Each Unit consists of one common voting share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") at an exercise price of C$0.80 per Warrant Share for a period of 30 months from the date of issuance.

The Company intends to use the net proceeds from the Offering for general working capital and corporate purposes. The Company may also apply a portion of the net proceeds toward strategic acquisition opportunities.

In connection with the Offering, the Company paid finders a cash commission of C$300,000, being an amount equal to 6% of the gross proceeds raised, and issued an aggregate of 454,545 broker warrants. Each broker warrant is exercisable to acquire one Common Share at a price of C$0.66 per Common Share for a period of 24 months from the closing of the Offering. The broker warrants, and any Common Shares issuable on exercise thereof, are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

The Units under the Offering were offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirement available under Section 2.3 of Ontario Securities Commission Rule 72-503 - Distributions Outside Canada, and accordingly, the Units are not subject to resale restrictions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued under the Offering have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Zefiro Methane Corp.

Zefiro Methane Corp. (CBOE CA: ZEFI) (FSE: Y6B) (OTCQB: ZEFIF) is a North American environmental services company specializing in methane abatement and the plugging of orphaned and end-of-life oil and gas wells. Through operating subsidiary Plants & Goodwin, Inc., a third-generation well services company with a 50-plus-year operating history, Zefiro is vertically integrated across the well lifecycle — measurement and monitoring, plugging and abandonment, site restoration, and carbon credit origination — serving government and private-sector customers across 15 U.S. states. For more information, visit zefiroglobal.com.

On behalf of the Board of Directors of the Company,

ZEFIRO METHANE CORP.

Catherine Flax Interim Chief Executive Officer

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable United States securities laws (collectively, "forward-looking information"). Forward-looking information in this news release includes, without limitation, statements regarding: the Company's intended use of the net proceeds of the Offering, the Company's evaluation of potential strategic acquisition opportunities and the timing, terms or completion of any such transactions; and the receipt of any required regulatory or exchange acceptances.

Forward-looking information is based on certain assumptions and estimates made by the Company's management that are believed to be reasonable at the time such information is disclosed, including, without limitation: that the Company will use the net proceeds of the Offering as currently anticipated; that the Company will be able to identify, negotiate and (if pursued) complete acquisitions on acceptable terms; and that all required regulatory or exchange acceptances will be obtained in a timely manner and on terms acceptable to the Company.

Forward-looking information is not a guarantee of future performance and involves significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Material risk factors that could cause actual results to differ include, but are not limited to: changes in the Company's plans regarding the use of proceeds; the Company's inability to identify, complete or successfully integrate strategic acquisitions; [XMST electing not to exercise, or only partially exercising, its pre-emptive rights;] changes in applicable laws, regulations or government policies, including environmental regulations and orphan well programs; general economic, market and industry conditions, including commodity price fluctuations and access to capital; and the Company's ability to obtain necessary regulatory or exchange approvals.

Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

Statement Regarding Third-Party Investor Relations Firms

Disclosures relating to any investor relations firms retained by Zefiro Methane Corp. can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320706

Source: Zefiro Methane Corp.