Zefiro Founder and Former Chairman Files Proxy Circular and Letter to Shareholders in Advance of Critical Vote at Annual Meeting

Executive Summary

• Concerned shareholders (Dr. Talal A. Debs, X Machina Capital Strategies and X Machina Sustainable Technologies) filed a dissident proxy circular urging Zefiro Methane Corp. shareholders to vote “FOR” five new director nominees and to withhold support from all incumbent directors.
• The proxy materials highlight the challengers’ vision to pivot Zefiro toward high‑growth environmental services (carbon credits, methane‑well data) versus the current board’s focus on low‑margin oilfield services.
• Voting must be received by 9:00 a.m. ET on March 18, 2026; the shareholder meeting is scheduled for March 20, 2026.

Key Details

• Proxy Circular Filed: Dissident proxy circular filed and mailed to shareholders on March 2, 2026.
• Director Nominees (Challenger Slate): Talal A. Debs, Richard K. Walker, J. Fife Symington IV, John Michael Lovell, Ungad Chadda.
• Incumbent Directors: All current directors are being opposed; shareholders are instructed to withhold votes from them.
• Voting Instructions: Use only the BLUE proxy card; vote must be received by March 18, 2026 (9:00 a.m. ET).
• Strategic Vision Presented:
• Carbon Credits: 5 million tons slated for delivery by June 2025 → ~$25 M potential revenue; $1 M generated in July 2025 under prior management.
• Environmental Data Platform: Proprietary satellite‑based system to locate orphaned methane wells; previous management abandoned the initiative despite buyer interest.
• Valuation Arguments: Challenger team cites environmental‑services multiples of 3–6× revenue versus oilfield‑service multiples of 1–1.5× revenue, suggesting a potential uplift in Zefiro’s market valuation if the new strategy is adopted.
• Incumbent Actions Criticized: Alleged entrenchment tactics include:
• Not holding an annual meeting in 2025.
• Launching a “frivolous investigation” and smear campaign against Dr. Debs.
• Amending advance‑notice policy to block challenger nominations.
• Executing a dilutive shares‑for‑debt settlement with incumbent executives immediately before the record date.
• Legal & Voting Assistance: Contact information for Carson Proxy Advisors (phone, text, email) provided for voting assistance.
• Forward‑Looking Statements Disclaimer: Standard Canadian securities law disclaimer included; emphasizes that statements reflect the opinions of the concerned shareholders and involve risks and uncertainties.

Notable Quotes

“We strive to build a market‑leading company uniquely positioned to capitalize on tangible near‑term opportunities.” – Dr. Talal A. Debs, Founder & Director, Zefiro Methane Corp.

Materiality Assessment: Material – Neutral – The proxy contest could materially affect corporate control and strategic direction, but the release does not disclose financial results or definitive operational changes.