- Zefiro investigating serious misconduct alleged against Talal Debs
- Mr. Debs sued by the largest investor of XMST and XMC for fraudulent activity, mismanagement and breaches of fiduciary duty
Fort Lauderdale, Florida--(Newsfile Corp. - October 9, 2025) - ZEFIRO METHANE CORP. (Cboe Canada: ZEFI) (FSE: Y6B) (OTCQB: ZEFIF) (the "Company" or "Zefiro") today announces that it has commenced an internal investigation to assess whether any potential misconduct may have occurred involving director Talal Debs. This internal investigation follows the filing of a civil lawsuit in which Mr. Debs is named as a defendant. The complaint includes allegations concerning his conduct both before and during his tenure as Chief Executive Officer of the Company. Mr. Debs served as CEO from December 1, 2023, until his removal on June 6, 2025, and remains a member of the Company's Board of Directors.
The board of directors of the Company (the "Board") recently became aware of a complaint filed in New York (the "Complaint") against Mr. Debs concerning his alleged misconduct at X Machina Sustainable Technologies Inc. ("XMST") and its related entities, including X Machina Capital Strategies (XMC). While XMST and XMC continue to be significant shareholders of the Company, Mr. Debs's role and control of XMST is subject to that dispute. A copy of the Complaint can be found here (Document #13 in the list of court documents): https://iapps.courts.state.ny.us/nyscef/DocumentList?docketId=bu8I8Ovhn0GPlD29q0VVhA==&display=all&courtType=New%20York%20County%20Supreme%20Court&resultsPageNum=1.
During a Board meeting on October 7, 2025, the Board determined that an investigation was necessary because of alleged improprieties in the Complaint on the part of Mr. Debs in handling funds and other alleged misconduct in his capacity as a fiduciary. The Board, with Mr. Debs abstaining, resolved to constitute a special committee of directors (the "Special Committee").
Following the conclusion of the Board meeting, Mr. Talal Debs issued a press release stating his intention to nominate an alternative slate of directors for election at the upcoming annual general meeting. The Company was neither informed of this action in advance nor consulted regarding its contents. To avoid any misunderstanding, the Company clarifies that Mr. Debs' announcement was made solely in his personal capacity and was not authorized, endorsed, or approved by the Company. The Company further notes that questions have arisen regarding the propriety of Mr. Debs' announcement, as the recently filed Complaint alleges that Mr. Debs does not currently control the XMST shares on which his purported nomination rights may depend.
The Board will monitor Mr. Debs' conduct and ensure that he does not interfere with the Special Committee's investigation. While it continues, the Company reminds shareholders that no conclusions have been reached. Updates may be provided by the Company from time to time as the investigation proceeds as determined appropriate by the Special Committee in due course and in compliance with applicable law.
About Zefiro Methane Corp.
Zefiro is an environmental services company, specializing in methane abatement. Zefiro strives 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.
For further information, please contact:
Zefiro Investor Relations
1 (800) 274-ZEFI (274-9334)
investor@zefiromethane.com
Forward-Looking Information
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 within statements regarding the investigation noted herein that has been commenced by the Special Committee, including the conduct and completion thereof. 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, whereby such investigation is not completed in a timely manner or at all. 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 a timely manner 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; and (iv) other changes and events which impact the Company's ongoing operations, liquidity or financial condition. 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 the 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 the Company's liquidity, financial condition, ongoing operations 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 is 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.
Statement Regarding Third-Party Investor Relations Firms
Disclosures relating to investor relations firms retained by Zefiro Methane Corp. can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269782
SOURCE: Zefiro Methane Corp.
