Zefiro Founder and Former Chairman Sets the Record Straight on Company's Misleading Statements

TORONTO, Oct. 14, 2025 /CNW/ - Dr. Talal A. Debs, Founder and Director of Zefiro Methane Corp. (Cboe: ZEFI) ("Zefiro"), today set the record straight on misleading and inaccurate statements contained in a news release issued by Zefiro on October 7, 2025.

Dr. Debs believes the news release and recent actions by Zefiro's board of directors ("the Board") have not been taken in the best interests of the company or all its shareholders. In his view, and for reasons not readily apparent, the Board has instead chosen to publicize the interests of one shareholder, David McGrath, by advancing unsubstantiated claims he has asserted in an unrelated dispute with another shareholder, X Machina Capital Strategies ("XMC").

As Managing Partner of XMC, Dr. Debs, in addition to being the Founder of Zefiro, also represents its largest single shareholding group. Because attempts to address his concerns have been unsuccessful, Dr. Debs, as previously disclosed, intends to nominate an alternative slate of directors for election at Zefiro's annual general meeting (the "Meeting") which is required to be held no later than December 31, 2025.

In the October 7^th Zefiro news release, the Board's poor governance and its intentions for self-entrenchment were once again evident with the interests of management preferred to the interests of shareholders. As such, Dr. Debs feels compelled to set the record straight on several key matters below:

• The Zefiro news release in question republishes false and defamatory statements in a proceeding that does not even involve Zefiro.
• The Zefiro news release has given the impression that Dr. Debs is being sued by XMC, a company that he controls, which is obviously not the case. The suit has in fact been brought by a limited partner of XMC (David McGrath) and Dr. Debs believes the case is completely without merit.
• The Zefiro news release entirely neglected to mention that during the period in question in the McGrath lawsuit, current Zefiro CEO and director Catherine Flax:
  • was serving full time as President of XMC and was directly responsible for the financial controls and operations of XMC in that role; and
  • was also serving as the Audit Committee Chair of Zefiro Methane Corp.

Although the current Board shows little regard for proper governance, it is important to correct the record that contrary to their statement, no vote was taken by the Board on October 7th, 2025. As such, the claim that the Board has acted and that Dr. Debs "abstained" is not correct. That said, Dr. Debs would welcome and vote to support a truly independent Special Committee to review the actions of XMC during the period raised in the lawsuit (while Ms. Flax was responsible for financial operations of XMC) that would act in the best interests of all shareholders.

The timing of these purported Board actions are concerning as they occurred days before Dr. Debs was actually served the lawsuit in question. How the Board could have known more about this suit than Dr. Debs raises the question of potential conflicts that, if they exist, the Zefiro Board has not disclosed.

Finally, Dr. Debs notes that Mr. McGrath, the XMC Litigant, is also a significant lender to Zefiro. Dr. Debs calls on Ms. Flax to clarify the relationship with Mr. McGrath, and whether the board is currently acting at his direction.

Dr. Debs believes his plan to propose a new slate of directors can re-invigorate the Zefiro story which still has remarkable potential. He believes he can present all shareholders with a more compelling vision and strategy for value creation at Zefiro than the incumbent management and Board, and he looks forward to a vote on the future direction of the company at its upcoming shareholder meeting.

Additional Information

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. No record or meeting date has been set for the Meeting and shareholders are not being asked at this time to execute a proxy in favour of any resolution that may be considered at the Meeting. In connection with the Meeting, Dr. Debs may file a dissident information circular in due course in compliance with applicable corporate and securities laws.

Notwithstanding the foregoing, Dr. Debs is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") in accordance with Canadian securities laws applicable to public broadcast solicitations.

The information contained herein and any solicitation made by Dr. Debs in advance of the Meeting is, or will be, as applicable, made by Dr. Debs and not by or on behalf of the management of Zefiro. All costs incurred for any solicitation will be borne by XMC, provided that, subject to applicable law, XMC may seek reimbursement from Zefiro of its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.

Dr. Debs is not soliciting proxies in connection with the Meeting at this time. Dr. Debs may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Dr. Debs. Any proxies solicited by or on behalf of Dr. Debs may be solicited pursuant to a dissident information circular sent to shareholders, after which solicitations may be made by or on behalf of Dr. Debs, in person, or by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian securities laws.

Dr. Debs is not requesting that shareholders submit a proxy at this time. If and when Dr. Debs commences a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

Zefiro's registered and records office is located at 2501 - 550 Burrard Street, Vancouver, British Columbia, V6C 2B5.

SOURCE Talal A. Debs

For More Information: John Vincic, Oakstrom Advisors, [email protected], [phone]