Zefiro Methane Strengthens Balance Sheet by Eliminating USD $1,790,000 in Debt and Securing USD $447,500 in Additional Liquidity

Rhea-AI Summary

Zefiro Methane (OTCQB: ZEFIF) entered Loan Satisfaction Agreements to eliminate an aggregate of USD $1,790,000 of debt, receive approximately USD $447,500 in cash, and issue Debt Shares to settle remaining principal and accrued interest.

The transactions reduce 2026 debt maturities by about 64% and include issuance of 2,424,493 Debt Shares at a CAD $0.44 deemed price; one related party director participated and received 1,083,573 Debt Shares.

Positive

• Eliminated USD $1,790,000 of outstanding secured debt
• Raised approximately USD $447,500 in cash from warrant exercises
• Reduced 2026 debt maturities by ~64%
• Issued 1,409,589 shares to equitize remaining principal
• Issued 1,014,904 shares to settle accrued interest

Negative

• Issued 2,424,493 Debt Shares, causing shareholder dilution
• Related party director received 1,083,573 Debt Shares
• A remaining USD $690,000 secured loan and 4,160,000 warrants remain outstanding

Fort Lauderdale, Florida--(Newsfile Corp. - January 27, 2026) - ZEFIRO METHANE CORP. (Cboe Canada: ZEFI) (FSE: Y6B) (OTCQB: ZEFIF) (the "Company", "Zefiro", or "ZEFI") announced today it has entered into loan satisfaction agreements (the "Loan Satisfaction Agreements") with three creditors (the "Creditors") to eliminate an aggregate of USD $1,790,000 in outstanding debt pursuant to a secured loan received by a subsidiary of the Company from the Creditors in May 2025 (the "Secured Loan") and add approximately USD $447,500 in cash to the balance sheet.

Pursuant to the Loan Satisfaction Agreements, the Creditors agreed to exercise an aggregate of 10,790,000 common equity warrants (the "Warrants") previously issued by the Company to the Creditors in May 2025. 75% of the aggregate exercise price of the Warrants was satisfied through a dollar-for-dollar set-off against principal amounts owing by Zefiro to the Creditors under the Secured Loan (the "Set-Off Amount") and the remaining 25% of the aggregate exercise price of the Warrants (approximately USD $447,500) was paid by the Creditors to Zefiro in cash.

After giving effect to the application of the Set-Off Amount, the remaining 25% of the aggregate principal amount of the Secured Loan owing to the Creditors was settled through the issuance of an aggregate of 1,409,589 common shares in the capital of Zefiro at a deemed price of CAD $0.44 per share (collectively, the "Equitization Shares"). In addition, Zefiro issued an aggregate of 1,014,904 common shares at a deemed price of CAD $0.44 per share to the Creditors representing the interest (18% per annum) that would otherwise have accrued and been payable to the Creditors if their portion of the Secured Loan had remained outstanding until maturity (such shares, together with the Equitization Shares, being the "Debt Shares").

The Company intends to use the approximately USD $447,500 raised from the exercise of the Warrants to retire other near-term debt and for general working capital purposes.

As a result of this transaction, the Company will reduce 2026 debt maturities by approximately 64%.

The USD $690,000 principal amount of the Secured Loan provided by a fourth creditor, and 4,160,000 common equity warrants of the Company issued such creditor, in May 2025 remain outstanding.

"Given my confidence in the continued growth and success of Zefiro, I am participating alongside other loan holders in funding the exercise of equity warrants and equitizing my remaining debt," said Zefiro CEO, Catherine Flax. She continued, "Today's transaction marks another meaningful step in Zefiro's turnaround. The Company remains solely focused on the execution of Zefiro's stated goals - namely, growing our core operating businesses and continued debt reduction."

The Company views the completion of the transactions under the Loan Satisfaction Agreements as a positive step toward strengthening its balance sheet and reducing its overall debt obligations that are due in 2026.

The Debt Shares issued pursuant to the Loan Satisfaction Agreements will be subject to a statutory four month and one day hold period, in accordance with applicable Canadian securities laws.

Catherine Flax, who is a director and officer of the Company, is one of the Creditors who participated in the foregoing transactions pursuant to a Loan Satisfaction Agreement, and settled USD $800,000 in principal amount and USD $144,000 in future interest under the Secured Loan, including by way of issuance by the Company of 1,083,573 Debt Shares to Ms. Flax. Ms. Flax is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the settlement of her portion of the Secured Loan, including by way of issuance of such Debt Shares to Ms. Flax, is considered to be a "related party transaction", as such term is defined in MI 61-101. The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market value of the portion of the Secured Loan settled with Ms. Flax, including by way of issuance of such Debt Shares to Ms. Flax, did not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The transaction was reviewed and approved by the board of directors of the Company (with Ms. Flax abstaining from participating in the deliberations relating to, and approval of, the transaction). The Company did not file a material change report 21 days before the completion of the transaction as the terms of the Loan Satisfaction Agreements and the participation in the transaction by the Creditors, including Ms. Flax, were not settled until shortly prior to closing. Upon completion of the transactions provided in her Loan Satisfaction Agreement, Ms. Flax holds 7,132,448 common shares of the Company.

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

Michael Downs, the Chief Financial Officer of the Company, is responsible for this news release.

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 including statements regarding the issue of proceeds raised from the exercise of the Warrants. 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. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof. 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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281832

FAQ

What did ZEFIF announce on January 27, 2026 about its debt?

Zefiro eliminated an aggregate USD $1,790,000 in secured debt and added cash. According to the company, creditors exercised 10,790,000 warrants, 75% of exercise price offset loan principal, and 25% (≈USD $447,500) paid in cash.

How will the ZEFIF transactions affect 2026 debt maturities?

The company said the transactions reduce 2026 debt maturities by about 64%. According to the company, set-offs, cash proceeds and share issuances settled portions of the Secured Loan, lowering near-term repayment obligations materially.

How many shares did ZEFIF issue to settle debt and interest on January 27, 2026?

Zefiro issued a total of 2,424,493 Debt Shares to settle principal and interest. According to the company, 1,409,589 were Equitization Shares and 1,014,904 were issued for accrued interest at CAD $0.44 deemed price.

What cash will ZEFIF use from the warrant exercises (ZEFIF)?

The company intends to use approximately USD $447,500 to retire near-term debt and for general working capital. According to the company, proceeds came from the 25% cash portion of exercised warrants by the creditors.

Did any related party participate in the ZEFIF loan settlements?

Yes. A related party director participated and received 1,083,573 Debt Shares. According to the company, Catherine Flax settled USD $800,000 principal and USD $144,000 future interest, and abstained from board approval deliberations.

Is there remaining secured debt or warrants after ZEFIF's January 27, 2026 transaction?

Yes. A principal amount of USD $690,000 and 4,160,000 warrants remain outstanding. According to the company, those amounts were provided by a fourth creditor in May 2025 and were not settled in these agreements.