Zefiro cheers rejected dissident application to BCSC

Executive Summary

• The British Columbia Securities Commission (BCSC) dismissed an application brought by dissident shareholder and former CEO Talal Debs, which sought to disenfranchise shareholders from voting at Zefiro Methane Corp.'s upcoming annual and special meeting.
• The BCSC ruling allows the company to proceed with its planned shareholder meeting on March 20, 2026, where shareholders will vote on the election of management's nominated directors and other matters related to addressing the company's liquidity challenges.
• The Board of Directors strongly recommends that shareholders use only the "gold" proxy materials provided by management and discard any "blue" proxy materials provided by the dissidents.

Key Details

• BCSC Decision: The BCSC dismissed the application filed by Talal Debs (former CEO of Zefiro, X Machina Sustainable Technologies Inc., and X Machina Capital Strategies Fund I LP). The application had sought to prevent certain shareholders from voting their shares at the upcoming annual and special meeting.
• Context of Dispute: The dissidents had challenged the board's and management's efforts to address significant liquidity challenges, which the company attributes to Mr. Debs's failure to act during his tenure as CEO.
• Hearing Details: The BCSC issued the decision on March 6, 2026, following a two-day hearing earlier in the week. Reasons for the decision are to follow.
• Shareholder Meeting Details:
  • Date: March 20, 2026.
  • Time: 12 p.m. Eastern Time.
  • Location: Suite 5300, 66 Wellington St. West, Toronto, Ont., M5K 1E6.
  • Record Date: Shareholders of record as at January 28, 2026, are entitled to vote.
  • Proxy Deadline: 12 p.m. Eastern Time on March 18, 2026 (or 48 hours prior to an adjourned/postponed meeting).
• Board Recommendations:
  • Shareholders are urged to vote for the election of management's nominee directors: Correne Loeffler, Catherine Flax, Jonson Sun, Daryl Heald, and Hudheifa Moawalla.
  • Shareholders must use only the gold proxy or gold voting information form included with the management information circular.
  • Shareholders are explicitly instructed to discard the blue proxy and any other proxy materials or voting forms provided by the dissidents.
• Voting Assistance: Non-registered shareholders holding shares through banks, brokers, or financial intermediaries should follow the specific instructions provided by those intermediaries.
• Contact for Assistance: Strategic adviser Advisense Partners can be contacted at 1-866-332-6772 or [email protected].

Notable Quotes

• "We are pleased that the dissidents' application was rejected as it challenged the company's good faith efforts to strengthen its balance sheet by reducing debt," said Correne Loeffler, independent chair of the board of Zefiro.
• "We can now allow shareholders to have their say on the future of the company." — Correne Loeffler