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A subsidiary of Zefiro Methane Corp. Completes Reorganization of Plants & Goodwin, Inc. and acquisition of 100% of the Outstanding Common Stock.


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FORT LAUDERDALE, Fla., September 30, 2024 (GLOBE NEWSWIRE) – ZEFIRO METHANE CORP. (Cboe Canada: ZEFI) (Frankfurt: Y6B) (OTCQB: ZEFIF) (the “Company”, “Zefiro”, or “ZEFI”) is pleased to announce that it has continued until its press release August 6, 2024a subsidiary of Zefiro, Plants & Goodwin, Inc. (“P&G”) has completed a previously announced transaction (the “Transaction”) to acquire the outstanding common shares of P&G from Luke Plants in exchange for newly issued preferred stock of P&G Pursuant to Securities. Exchange Agreement.

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Following the closing of the Transaction, Zefiro Methane Holding LLC, an indirect wholly owned subsidiary of Zefiro, owns 100% of the common shares of P&G and Luke Plants owns approximately 7.01 million Series A Convertible Preferred Shares of P&G (“Preference Shares” ) entitling him, in addition to other customary rights, to (a) US$1.00 per first liquidation preferred share and (b) 10% per annum, payable in kind, until the end of June 30, 2028 or success. of US$10 million in June to June annual operating cash flow at P&G (after which dividends will be paid in cash). The Preferred Shares are exercisable at P&G’s option for termination (including any accrued but unpaid benefits) following the early termination of Luke Plants as an employee of Zefiro and its subsidiaries or the second year of the closing of the Transaction. The Preferred Shares will automatically convert at a conversion price of US$1.20 per share upon completion of a qualifying public offering of P&G or a P&G affiliate (“IPO Issuer”) on a nationally recognized US stock market into common IPO stock. The issuer.

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Journalists/Media: For any questions or to schedule an interview with Dr. Debs or Mr. Plants, please contact Rich Myers of Profile Advisors (New York City) by email at media@zefiromethane.com or by phone at +1 (347) 774-1125.

Information about the company Zefiro Methane Corp.

Zefiro is an environmental services company, specializing in methane mitigation. Zefiro strives to be the leading commercial force in achieving Active Sustainability. Using decades of operational expertise, Zefiro is developing a new set of tools to clean up the air, land, and water resources directly affected by methane leaks. The company has developed a fully integrated system driven innovative monetization solution for the emerging methane atement market. As a developer of high-quality US methane offsets, Zefiro aims to generate long-term economic, environmental, and social benefits.

On behalf of the Board of Directors of the Company,

ZEFIRO METHANE CORP.

“Talal Debs”

Talal Debs, Founder and CEO

For more information, please contact:

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

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For media inquiries, please contact:

Rich Myers – Profile Consultants (New York)
media@zefiromethane.com

+1 (347) 774-1125

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information is usually, but not always, identified by the use of words such as “seeks”, “believes”, “plans”, “expects”, “intends”, “estimates”, “anticipates” and statements such as “may” event or outcome, “will”, “should”, “could” or “might” happen or be accomplished and other similar expressions. In particular, this news release contains forward-looking information that includes statements regarding: Preferred Shares, including your issuance, disposal or conversion; any future public offering of stock; the timing and completion of any qualifying public offering and potential listing on a nationally recognized US stock market; liquidity and leverage; trade expansion plans; operational availability and operational costs; project financing; the Company’s mission to reduce end-of-life oil and gas emissions and to reduce methane emissions; the Company’s relationships with industry, federal agencies, and state governments; the Company’s expectations for continued revenue growth and EBITDA growth as a result of this relationship; the Company’s intentions to build its presence in the United States; anticipated federal funding for orphan source site connectivity, repair and restoration operations; the Company’s expectations of becoming a growing environmental services company; the Company’s ability to provide institutional and retail investors alike the opportunity to join the Active Sustainability movement; the Company’s ability to generate long-term economic, environmental, and social benefits; and other statements relating to the Company’s business and the industry in which the Company operates. Forward-looking information reflects management’s expectations based on currently available information and is subject to a number of risks and uncertainties that could cause results 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, no undue reliance should be placed on such information and no assurance can be given that such events will occur at specified times 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 market conditions and economic conditions; (ii) changes and price and volume volatility in the carbon market; (iii) changes in regulatory environment and global policies applicable to the Company’s business; (iv) failure to obtain all necessary regulatory approvals; and (v) other risk factors mentioned in its Prospectus dated April 8, 2024 under the heading “Risk Factors”. The company operates in a rapidly developing environment where technology is in the early stages of adoption. New risk factors arise from time to time, and it is impossible for the Company’s management to predict all risk factors, and the Company cannot estimate the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may be. cause actual results to differ from those contained in any forward-looking information. The forward-looking information in this news release is based on opinions and assumptions that management believes to be reasonable as of the date hereof, including, but not limited to, the assumption that general business and economic conditions will not change materially. 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 contained in this news release is made as of the date of the news release and the Company expressly disclaims any intention or obligation to revise or revise any forward-looking information whether as a result of new information, future events or otherwise. , unless otherwise required by applicable law.

No Offer of Securities

This communication will not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of securities in any jurisdiction where such offer, solicitation or sale would be lawful prior to registration or qualification under the securities. the rules of any such law.

Statement Regarding Companies Formed Outside of Investor Relations

Disclosures related to investor relations firms retained by Zefiro Methane Corp. can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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