Zefiro Methane Corp. Announces Pricing of Initial Public

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, April 11, 2024 (GLOBE NEWSWIRE) — ZEFIRO METHANE CORP. (the “Company”, “Zefiro”, or “ZEFI”) is pleased to announce that it has obtained a receipt for its final prospectus (the “Prospectus”) filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, and Ontario for an initial public offering (the “Offering”) of 2,000,000 common shares of the Company (“Shares”) at a price of $1.50 per Share (the “Offering Price”) for gross proceeds of $3,000,000.

PI Financial Corp. is acting as lead underwriter for the Offering on behalf of a syndicate of underwriters that includes Raymond James Ltd. and Echelon Wealth Partners Inc.

Zefiro has granted the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the underwriters, at any time on and for a period of 30 days following the Closing Date (as defined below), to sell up to 300,000 additional common shares of the Company (representing 15% of the aggregate number of Shares sold pursuant to the Offering) at the Offering Price, for additional gross proceeds to the Company of $450,000 if the Over-Allotment Option is exercised in full.

The closing of the Offering is expected to occur on or about April 23, 2024 (the “Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals. Zefiro has received conditional approval to list the Shares, including Shares issued and sold pursuant to the Offering, on the Cboe Canada Inc. exchange (“Cboe Canada”) under the symbol “ZEFI”. Listing remains subject to Zefiro fulfilling all of the listing requirements of Cboe Canada.

The net proceeds of the Offering will be used for equipment purchases, operation team scaling, carbon credit pre-sale fees, integration of Plants and Goodwin, Inc., professional fees, management overhead, repayment of outstanding notes, marketing and investor relations, and working capital, as more particularly set out in the Prospectus. A copy of the Prospectus is available under Zefiro’s profile on SEDAR+ at www.sedarplus.ca.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

No securities regulatory authority has reviewed or approved of the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Zefiro in any jurisdiction in which such offer, solicitation or sale would be unlawful.

All figures are in Canadian dollars unless otherwise stated.

On behalf of the Board of Directors of the Company,

ZEFIRO METHANE CORP.

“Talal Debs”

Talal Debs, Founder & CEO

For further information, please contact:

Zefiro Investor Relations
1 (800) 274-ZEFI (274-9334)
investor@zefiromethane.com   

For media inquiries, please contact:

Rich Myers – Profile Advisors (New York)
media@zefiromethane.com
(347) 774-1125

About Zefiro Methane Corp.

Zefiro is a climate solutions firm specializing in methane abatement, striving to be a key commercial force towards Active Sustainability. Leveraging decades of operational expertise, Zefiro is building a new toolkit to clean up air, land, and water sources directly impacted by methane leaks. The company has built a fully integrated ground operation driven by an innovative monetization solution for the emerging methane abatement marketplace. As an originator of high-quality U.S.-based methane offsets, Zefiro aims to generate long-term economic, environmental, and social returns.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is often, but not always, identified by the use of words such as “seeks”, “believes”, “plans”, “expects”, “intends”, “estimates”, “anticipates” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. In particular, this news release contains forward-looking information pertaining to the completion of the Offering, the listing of the Shares on Cboe Canada and the receipt of necessary regulatory approvals, the proceeds to be raised pursuant to the Offering, the exercise of the Over‐Allotment Option, the use of proceeds from the Offering, and the statements regarding the Company’s business and the industry in which the Company operates. The forward-looking information reflects management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed timeframes or at all. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to: (i) adverse general market and economic conditions; (ii) changes to and price and volume volatility in the carbon market; (iii) changes to the regulatory landscape and global policies applicable to the Company’s business; (iv) failure to satisfy closing conditions in respect of the Offering; (v) failure to obtain all necessary regulatory approvals; and (vi) other risk factors set forth in the Prospectus under the heading “Risk Factors”. The Company operates in a rapidly evolving environment where technologies are in the early stage of adoption. New risk factors emerge from time to time, and it is impossible for the Company’s management to predict all risk factors, nor can the Company assess the impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking information. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including, but not limited to, the assumption that all conditions precedent to the completion of the Offering (including the receipt of all requisite regulatory approvals) will be satisfied in a timely manner; that the Company will receive approval to list the Shares on Cboe Canada; and general business and economic conditions will not change in a materially adverse manner. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The forward-looking information included in this news release are made as of the date of this news release and the Company expressly disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law.