Zefiro Methane postpones AGM to March 20

Executive Summary

• Zefiro Methane Corp. has postponed its Annual and Special Meeting of Shareholders from March 4, 2026, to March 20, 2026.
• The postponement is intended to provide separation between the meeting and a British Columbia Securities Commission (BCSC) hearing scheduled for March 3, 2026, which was triggered by an application from former CEO Talal Debs and related dissidents.
• The Board of Directors argues the delay is necessary to preserve time-sensitive strategic transactions, restore access to capital, and stabilize operations, citing that institutional investors and lenders have stalled engagement due to the ongoing proxy dispute.

Key Details

• Meeting Date Change: Postponed from March 4, 2026, to March 20, 2026, at 12 p.m. Eastern Time.
• Location: Suite 5300, 66 Wellington St. W, Toronto, Ont., M5K 1E6.
• Record Date: Remains unchanged at January 28, 2026.
• Proxy Deadline: Extended to 12 p.m. Eastern Time on March 18, 2026 (or 48 hours prior to an adjourned meeting).
• BCSC Hearing: Scheduled for March 3, 2026, in response to an application by Talal Debs (former CEO, terminated and under investigation for potential misconduct), X Machina Sustainable Technologies Inc., and X Machina Capital Strategies Fund I LP.
• Board Stance: The Board views the dissidents' application as meritless and an attempt to gain unfair advantage. They believe the postponement balances shareholder interest in knowing the hearing outcome with the need for timely governance decisions.
• Strategic Impact: The Board states that liquidity is being eroded and financing is stalled due to the proxy dispute. Two potential transactions, anticipated to close within six months, depend on post-meeting stability for governance certainty, financing commitments, and board approvals.
• Voting Instructions: Shareholders are urged to use only the gold proxy or gold voting information form (VIF) included with the management information circular. Shareholders are advised to discard any proxy materials provided by dissidents.
• Management Nominees: The Board recommends voting for Correne Loeffler, Catherine Flax, Jonson Sun, Daryl Heald, and Hudheifa Moawalla.
• Existing Proxies: Any gold proxy or gold VIF previously submitted remains valid; no further action is required for those who have already voted.

Notable Quotes

• "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... 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 continuing impacts, not theoretical risks."