Reminds Shareholders to support the founder’s vision for an innovative, diversified environmental services leader

Urges Shareholders to Vote the BLUE Proxy Card “FOR” ALL FIVE of XMC’s Highly Qualified Director Candidates and “WITHHOLD” on ALL of the Incumbent Directors

TORONTO, March 02, 2026 (GLOBE NEWSWIRE) -- Dr. Talal A. Debs, Founder and Director of Zefiro Methane Corp. (Cboe: ZEFI) ("Zefiro" or the “Company”), today announced the filing and mailing of a dissident proxy circular (the “Circular”) by Dr. Debs, along with X Machina Capital Strategies (“XMC”) and X Machina Sustainable Technologies Inc. (“XMST”) (collectively, the “Concerned Shareholders”). The Circular provides information on the annual general and special meeting (the “Meeting”) of shareholders (“Shareholders”) of Zefiro currently scheduled to be held on March 20, 2026.   

The Circular and Proxy Instructions

The Circular includes a Letter to Shareholders from the Concerned Shareholders, reproduced below. The Letter describes Dr. Debs’ founding vision to build a leading environmental services company that will capitalize on high-growth, high-margin segments of the market. This vision stands in contrast to the incumbent management team’s uninspired plan to remain an oilfield service company.

Shareholders are advised to please vote using ONLY the BLUE proxy or BLUE voting instruction card and to support each of the Concerned Shareholders’ five director nominees: Talal A. Debs, Richard K. Walker, J. Fife Symington IV, John Michael Lovell and Ungad Chadda. To ensure your proxy is counted at the Meeting, YOUR VOTE MUST BE RECEIVED NO LATER THAN 9:00 A.M. (EASTERN TIME) ON MARCH 18, 2026.

See the Circular for further information regarding Concerned Shareholders’ director nominees. The Circular and other proxy materials can be found at SEDAR+ (www.sedarplus.ca). Shareholders can also visit www.zefirotruth.com to view these materials and other information to help them make their choice about Zefiro’s future.

Letter to Shareholders

Dear Shareholders:

Zefiro shareholders have an important choice to make. You can be content to own shares in a low-growth, capital-intensive industrial company with limited upside. Or you can choose instead to invest in an innovative, diversified leader in the rapidly growing environmental services space which can command a much higher valuation in the market.

The current leadership team at Zefiro, led by Catherine Flax and Luke Plants (the “Incumbents”), wants to strip away the most exciting parts of the Company to focus narrowly on the only segment they really understand.

XMC, led by Dr. Talal Debs, has a more expansive vision for Zefiro. We strive to build a market-leading company uniquely positioned to capitalize on tangible near-term opportunities. To fully realize that potential, shareholders must vote to restore effective leadership at Zefiro and reject the small thinking and self-serving tactics of the Incumbents.

XMC’s Vision for Leadership and Growth

XMC fully believes in the original vision for Zefiro: combining the steady but low-growth Plants & Goodwin (“P&G”) well-remediation business with high-growth carbon credit and environmental data sales.

• Carbon credits establish a mechanism for parties to reduce their carbon footprint. Zefiro had 5 million tons of credits lined up for delivery by June 2025, representing $25 million of potential revenue. The Company generated $1 million of carbon credit revenue in July 2025 before the Incumbent team opted to move away from that strategy due to their lack of familiarity with it.
• Environmental data refers to a proprietary system Zefiro was developing to identify millions of orphaned methane wells in the U.S. using satellite and weather data complemented by ground-based field work. The previous management team intended to monetize that dataset and had lined up interested buyers. Again, the Incumbent team chose to abandon this initiative.
  
  

These two complementary businesses offer several crucial benefits for Zefiro. In comparison to well remediation, they are more scalable and generate significantly higher margins while consuming less working capital. A multi-revenue stream accelerates our growth and helps us stand out from a crowded field. Diversification reduces risks and smooths out seasonality.

Importantly, we believe Zefiro would see a valuation uplift by virtue of higher quality earnings and better trading multiples, comparable to environmental services businesses which typically achieve valuations of 3-6 times revenue.¹ Zefiro’s shares traded in this range in the months following its June 2024 initial public offering based on the vision articulated at that time.

XMC would position Zefiro as a transformational market leader in an emerging category. The ideas Zefiro pioneered are already being emulated by several well-funded “fast followers” who recognize the magnitude of the opportunity.

The Incumbent Team’s Uninspired Plan

In stark contrast to XMC’s vision, the Incumbents appear to have no aspirations beyond positioning Zefiro as, in essence, an oilfield service company (“OFS”). OFS can be a decent business and a good foundation upon which to build a more ambitious strategy. Without the support of additional income streams, however, an OFS business can face challenges due to low margins, cyclicality, seasonality and uneven cash flow. Zefiro experienced this last year when P&G struggled under Luke Plants’ leadership. The desire to mitigate these challenges by becoming part of a larger entity was a key factor in his family selling P&G to Zefiro in 2023.

For these reasons, OFS shares are typically valued at 1.0-1.5 times revenue – less than one-half the multiples noted above.² Equity investors recognize that the growth potential is limited. Should the Incumbents prevail, Zefiro would risk becoming just one of many small and undercapitalized regional OFS businesses.

The Right Team to Deliver on the Vision

XMC has identified and, if its director nominees are elected, will put in place a truly effective executive team capable of executing Zefiro’s next stage of growth. We believe the Company’s leaders require dynamism, the ability to think laterally, expertise in new technologies and innovation to drive new revenue streams, and operational and financial discipline.

The majority of our director nominees are independent and have been successful leaders in areas like operations, finance, technology and capital markets. Dr. Talal Debs, founder of both Zefiro and XMC, drew upon his diverse experience – including head of reservoir engineering at J.P. Morgan, a physics PhD from Cambridge and a lecturer at such universities as Harvard and The London School of Economics & Political Science – to help conceive of the unique vision for Zefiro.

The Incumbent team would like to take credit for the share price increase since the time they were installed in June 2025. Experienced investors can see that the gains represent a partial recovery from a one-time operational crisis at P&G (for which the incumbent team shares responsibility, as they are keen for you to forget); this is not the same thing as genuine value creation.

In addition, the current Board has entangled the Company in a web of conflicts. In particular, the current Board appointed Catherine Flax as CEO, notwithstanding that she is a director at two competing companies, and then awarded her with bonuses and a generous change of control package that is triggered upon a change of control of the Board regardless of whether she continues her employment or not.

The current Board and executive team (along with David McGrath, a close business associate of Ms. Flax) have spared no expense to entrench themselves against a fair vote of shareholders. Their tactics have included not holding an annual meeting in 2025, launching a frivolous investigation and public smear campaign against Dr. Debs, amending the Company’s advance notice policy to include terms designed to give the Company discretion to prevent Dr. Debs from being nominated for election to the Board, completing a highly-dilutive shares-for-debt settlement with Ms. Flax and Mr. McGrath on the day prior to the record date for shareholders entitled to receive notice of and vote at the upcoming shareholders’ meeting, and trying to prevent XMC from voting at all through a vexatious lawsuit by Mr. McGrath that advances baseless claims. XMC has posted details of these tactics on the website www.zefirotruth.com.

Zefiro deserves a leadership team that puts the Company and its shareholders first, not themselves.

A Clear Choice for Shareholders

XMC is offering shareholders the opportunity to reclaim Zefiro’s position as an innovative and transformative growth company.

You do not need to agree to the diminished plan being pushed by the Incumbents, who are content to run a sub-scale and low-margin OFS business. That is not the story you invested in, nor is it one which can be expected to generate above-market returns.

Only the XMC nominees will remain true to the original vision for Zefiro. We urge you to submit your vote today using the BLUE proxy. Shareholders are encouraged to visit www.zefirotruth.com for more information about our nominees and plan for change.

Shareholder Voting Assistance

If you have any questions or require assistance with voting, please contact:

Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local and text: 416-751-2066
Email: info@carsonproxy.com

For up-to-date information and assistance in voting please visit: www.zefirotruth.com

Cautionary note regarding forward-looking statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), concerning the Company. Forward-looking information in this press release may include, without limitation, statements relating to the future business prospects of the Company under Dr. Debs leadership. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “believes,” “projects” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved.” Forward-looking statements are based on the opinions and estimates of the Concerned Shareholders as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to, the impact of general business and economic conditions and the outcome of the election of directors to take place at the Meeting. Although the Concerned Shareholders have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Concerned Shareholders caution readers not to place undue reliance on forward-looking statements, as forward-looking statements involve significant risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. The Concerned Shareholders do not undertake to update any forward-looking statements except in accordance with applicable Canadian securities laws.

For More Information:

Shareholder Inquiries:
Christine Carson
Carson Proxy Advisors
E: christine@carsonproxy.com
C: 416-778-1556

Media Inquiries:
John Vincic
Oakstrom Advisors
E: john@oakstrom.com
C: 647-402-6375

¹         Figures are based on a weighted average of recent enterprise value-to-revenue multiples of the following environmental services companies: Waste Management (WM), Republic Services (RSG), Waste Connections (WCN), GFL Environmental (GFL), Clean Harbors (CLH), Casella Waste Systems (CWST) and Montrose Environmental (MEG).

²         Figures are based on a weighted average of recent enterprise value-to-revenue multiples of the following oil field service companies: Schlumberger (SLB), Baker Hughes (BKR), Halliburton (HAL), TechnipFMC (FTI), NOV Inc. (NOV), Helix Energy (HLX) and Expro Group (XPRO).