(MENAFN- GlobeNewsWire - Nasdaq) Zefiro's largest shareholder calls for change to replace self-serving and conflicted board that is destroying shareholder value

TORONTO, Nov. 20, 2025 (GLOBE NEWSWIRE) -- Dr. Talal A. Debs, Founder and Director of Zefiro Methane Corp. (Cboe: ZEFI) ("Zefiro"), today announced that he is nominating five highly qualified candidates for election to Zefiro's board of directors (the“Board”) at Zefiro's next annual and special meeting of shareholders (the“Meeting”). Dr. Debs' nominees include himself, Richard K. Walker, J. Fife Symington IV, John Michael Lovell, and Ungad Chadda.

Dr. Debs believes urgent change is needed at Zefiro as a highly conflicted incumbent board has overseen significant value destruction, most notably since he was removed from the CEO role effective June 5, 2025. Under the leadership of interim CEO Catherine Flax, the Board has lacked focus and strategic direction as it has overseen several governance failures.

“To achieve the vision we have of making Zefiro the global leader in methane abatement for the oilfields, Zefiro needs a variety of perspectives. To that end, I have focused on revamping the current Board, which is beset with conflicts, with one that brings the necessary diverse skill set and expertise to propel the company forward,” said Dr. Debs.“Our slate of nominees will be focused on providing improved governance and proper strategic oversight in order to set the stage for sustained growth which will deliver long-term value for all shareholders.”

Dr. Debs, together with X Machina Capital Strategies (“XMC”) and X Machina Sustainable Technologies Inc. (“XMST”) have submitted a requisition to Zefiro for the Meeting to be held before the end of the year. Zefiro is required under British Columbia law to hold an annual meeting of shareholders each calendar year; however, the Board has neglected to set a meeting date or even a record date. Dr. Debs is concerned that the Board is attempting to delay the opportunity for shareholders to vote on the company's direction at a time when its governance practices are in question.

Nominees for the Zefiro Board

Dr. Debs' slate of nominees is comprised of a group of experienced executives who bring a mix of capital markets, operational, financial, regulatory and strategic business acumen which includes a track record of success at several companies in a variety of industries:

Dr. Talal Debs is the Founder and Managing Partner of XMC and is a seasoned commodities and financial markets executive with over 20 years of leadership experience across global banking, engineering, and risk . Through XMC, Dr. Debs has launched multiple innovative platform companies, most notably Zefiro, which he guided from inception through its IPO and its successful first year as a public company.

Before founding XMC, Dr. Debs spent 15 years at J.P. Morgan, where he served as Head of Reservoir Engineering and Chair of the firm's oil and gas price committee. His background spans commodities, credit, insurance, reservoir engineering, and technical analysis, complemented by extensive finance experience in M&A advisory, equity and debt capital markets, commodity trading, and risk management.

In addition to his capital markets and technical expertise, Dr. Debs has nearly a decade of experience as a lecturer in quantum mechanics and relativity theory. He has taught and lectured at Harvard, the London School of Economics, Cambridge, and Oxford. Dr. Debs holds a dual degree in Physics and the History of Science (cum laude) from Harvard College, and earned his Master's and PhD in the Foundations of Physics from the University of Cambridge.

Richard K. Walker is a technology and operations executive with deep expertise in blockchain, digital assets, financial services infrastructure, and emerging environmental markets. He is a Senior Partner at XMC and the founder of Token Innovations LLC, where he is leading the U.S. expansion of Ownera, a London-based digital-asset software firm.

Mr. Walker played a leadership role at Zefiro Methane Corp., where he helped scale the company's environmental field operations and develop its enterprise data platform. As Chief Technology Officer, he led the creation of an end-to-end workflow and data architecture for well-remediation teams, integrating AI and blockchain-enabled verification to strengthen auditability for methane-abatement projects and carbon-credit transactions. His work contributed to Zefiro's first-of-its-kind issuance and sale of ACR959 credits, demonstrating how voluntary markets can fund orphan-well remediation at scale.

Previously, Mr. Walker spent decades in management consulting, holding Partner roles at Bain & Company, Deloitte Consulting, IBM Global Services, BearingPoint, and KPMG. He also co-led Bain's global Web3 in Financial Services practice and previously served as Deloitte's U.S. Blockchain & Digital Assets leader for the financial-services sector. Mr. Walker began his career in the U.S. Air Force as a Systems Analyst before earning a Bachelor of Science in Computer Information Systems from Chapman University.

J. Fife Symington IV is a serial entrepreneur with more than three decades of experience in agriculture and related industries. He serves as CEO and Managing Director of Copperstate Farms, a vertically integrated cannabis company he co-founded in 2016. Mr. Symington co-founded and developed several commercial-scale greenhouse operations, including International Greenhouse Produce in Culiacan, Sinaloa, Nueva Agronomia de Nayarit in Jala, Nayarit, and Apache Produce in Nogales, Arizona in the early 1990s. Collectively, these agricultural facilities encompassed 850 acres of covered greenhouses, employed more than 3,000 people and shipped more than 175 million pounds of vegetables to the U.S. each year.

In 2016, he transitioned his agricultural expertise to medical cannabis when he founded Copperstate, which is now one of the largest cannabis greenhouse operations in North America. The company also owns and operates nine medical/recreational dispensaries in Arizona and is the largest wholesaler in the state of Arizona. In 2025 Mr. Symington founded Vale Farms and Imports, a Seattle, Washington-based company that currently imports green tea from Japan. Mr. Symington graduated with honors from Harvard University.

John Michael Lovell brings over 25 years of executive, financial, and corporate banking experience across the technology and SaaS sectors. Most recently, he served as Chief Financial Officer of Iodine Software, where he oversaw finance, accounting, legal, and financial systems for an industry-leading AI platform supporting hospital clinical revenue cycles. During his six-year tenure, Iodine's enterprise valuation grew nearly ten-fold, from $152 million to $1.25 billion, culminating in its acquisition by Waystar Holding Corp. (WAY) in 2025.

Previously, he was CFO of Zenoss and of Lifesize, where he led the company through a strategic spin-out from Logitech. He also served as CFO of the Logitech LifeSize Division and Director of FP&A during LifeSize's acquisition by Logitech. Michael began his career in corporate banking at Wells Fargo in San Francisco, completing the firm's Credit Management Training and Loan Officer Development programs. Mr. Lovell holds a BA in Political Science and Economics from Denison University.

Ungad Chadda, CA, CPA, ICD.D is a senior capital markets executive with over two decades of leadership experience across public-company governance, financial reporting oversight, and global exchange operations. He is the CEO and a director of Global Uranium, which focuses on the exploration and development of uranium properties, primarily in North America.

Mr. Chadda is the former President of the Toronto Stock Exchange and TMX Group Inc. (1997–2019), where he held progressively senior roles overseeing issuer services, corporate development, listing standards, and market strategy for Canada's premier equity exchanges. During his tenure, he worked closely with public companies, investment banks, regulators, and global institutional investors, helping shape the evolution of Canada's capital markets and strengthening TMX's position as a global resource-sector and innovation-economy exchange.

He is an experienced board member and currently serves as Audit Committee Chair for Sol Strategies Inc. and for CanPR Technology Ltd., providing strategic oversight on financial controls, audit integrity, risk management, and corporate governance. He is also a director of Integral Metals Corp. Mr. Chadda completed the Director Education Program at the Rotman School of Management, University of Toronto, and holds the ICD.D designation from the Institute of Corporate Directors (DEP 79, Class Valedictorian, 2019).

Information Concerning the Nominees

The table below sets out, in respect of each nominee, his or her name, province or state and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of shares beneficially owned, or controlled or directed, directly or indirectly, by him or her.

	Name and Province or State, and Country of Residence (1)			Principal Occupation for the Five Preceding Years			Number of Common Shares of Zefiro Beneficially Owned, or Controlled or Directed, Directly or Indirectly
	Talal A. Debs Florida, United States			Managing Partner at X Machina Capital Strategies			20,914,750 (2)
	Richard K. Walker Connecticut, United States			Management Consultant (1993 – 2024), Executive at Zefiro 2024-2025) Consultant at Ownera (July 2025-present			48,750(3)
	J. Fife Symington IV Arizona, United States			CEO and Managing Director of Copperstate Farms			NIL
	John Michael Lovell Texas, United States			CFO of Iodine Software			NIL
	Ungad Chadda Ontario, Canada			Former President of Toronto Stock Exchange and Senior Vice President of TMX Group Ltd. (from December 1997 until May 2019). Chief Executive Officer of Urban Infrastructure Group Inc. (September 2023 until April 2025). CEO of Global Uranium Inc. from August 2024 to present.			NIL

________________________________
⁽¹⁾None of the nominees, other than Dr. Debs, currently holds any position with Zefiro. Dr. Debs has been a director of Zefiro since September 28, 2022. Dr. Debs was the Chief Executive Officer of Zefiro from December 1, 2023 to June 6, 2025. Mr. Walker was the Chief Technology Officer of Zefiro from September 23, 2024 to June 5, 2025.
⁽²⁾Dr. Debs owns 1,068,250 Common Shares directly and is also a control person of XMST and X Machina Capital Strategies Fund I LP, which own 16,000,000 and 3,846,500 Common Shares, respectively.
⁽³⁾Mr. Walker is a control person of Token Innovations LLC which owns 48,750 Common Shares.

Boards of Other Reporting Issuers on which the Nominees Serve

Nominees	Boards of Other Reporting Issuers on which the Nominees Serve
Talal A. Debs	NIL
Richard K. Walker	NIL
J. Fife Symington IV	NIL
John Michael Lovell	NIL
Ungad Chadda	Sol Strategies Inc. Hanna Capital Corp. Martina Minerals Corp. Global Uranium Corp. CANPR Technology Ltd. Integral Metals Corp.

Other Information Concerning the Nominees

Based on information provided to Dr. Debs by the nominees, other than Dr. Debs and Mr. Walker (both of whom are former officers of Zefiro), the nominees are independent of Zefiro.

Based on information provided to Dr. Debs by the nominees, the nominees: (a) are not, at the date hereof, or have been within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including Zefiro) that (i) was subject to an a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (each, an“order”) that was issued while such nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after such nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such nominee was acting in the capacity as director, chief executive officer or chief financial officer; (b) are not, at the date hereof, or have been within the previous 10 years, a director or executive officer of any company (including the Zefiro) that, while such nominee was acting in that capacity, or within a year of such nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) have not within the previous 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominees.

Based on information provided to the Dr. Debs by the nominees, the nominees have not been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the nominees.

Additional Information

The information contained in this news 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.

As Managing Partner of XMC, Dr. Debs represents the largest single shareholder of Zefiro, and, together with his personal holdings, has beneficial ownership of, or exercises control or direction over, an aggregate of 20,914,750 common shares, representing 27.488% of the issued and outstanding common shares. Pursuant to a side letter entered into by Mr. Debs, he is not voting 500,000 shares that he has held personally. Mr. Debs has transferred such shares conditioned upon third-party transfer restrictions and agreed not to vote such shares while the transfer was pending.

Except as disclosed herein, none of Dr. Debs, XMC or XMST, or any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of the directors or the appointment of the auditors.

For More Information:

Shareholder Inquiries:
Christine Carson
Carson Proxy Advisors
E: ...
C: 416-778-1556

Media Inquiries:
John Vincic
Oakstrom Advisors
E: ...
C: 647-402-6375

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