Zefiro Subsidiary Successfully Arranges Secured Loan to Resolve its Recently Announced Promissory Note Matter

Rhea-AI Summary

Zefiro Methane Corp (ZEFIF) has secured a USD $2.48M loan to resolve a payment issue related to a $2M promissory note from its 2023 acquisition of Plants & Goodwin. The loan, carrying an 18% annual interest rate and 18-month term, is secured by Plants & Goodwin common stock. The company issued 14.95M warrants to lenders at CAD $0.23 per share with a three-year term. Director Catherine Flax participated with an $800,000 loan portion. For FQ3 2025, Zefiro reported revenue of $6.9M (8.7% lower than FQ2) but achieved a 73.7% increase in gross profit to $1M. Year-to-date revenue reached $24.4M, up 5% from the same period in 2024, despite industry slowdowns and economic volatility.

Positive

• 73.7% sequential growth in gross profit from $600K to $1M in FQ3 2025
• 5% YTD revenue growth to $24.4M compared to previous year
• Operational optimization leading to improved profitability despite lower revenue
• Successfully secured $2.48M loan to resolve promissory note payment issue

Negative

• 8.7% quarterly revenue decline from $7.5M to $6.9M
• High interest rate of 18% on the new secured loan
• Significant warrant dilution with 14.95M new warrants issued
• Related party transaction with Director Catherine Flax requiring MI 61-101 exemptions

For the principal purpose of repaying a promissory note payable to Stephen Plants for Zefiro’s acquisition of Plants & Goodwin, Inc., Zefiro Methane Holding LLC, a subsidiary of Zefiro has obtained a USD $2,480,000 secured loan to settle the 'Notice of Failure to Pay' concerning Stephen Plants’ $2 million promissory note.

FORT LAUDERDALE, Fla., May 27, 2025 (GLOBE NEWSWIRE) -- ZEFIRO METHANE CORP. (Cboe Canada: ZEFI) (Frankfurt: Y6B) (OTCQB: ZEFIF) (the “Company”, “Zefiro”, or “ZEFI”) is pleased to announce that it has successfully obtained a USD $2,480,000 secured loan for the principal purpose of “curing” a payment-related discrepancy which led to the issuance of a Notice of Failure to Pay (the “Notice”) as announced in Zefiro’s May 14, 2025 press release. The Notice was issued in connection with a USD $2,000,000 promissory note, which was created in conjunction with the May 12, 2023 acquisition of Plants & Goodwin, Inc. (“P&G”).

In Zefiro’s May 14, 2025 press release, the Company also announced its consolidated financial results for the fiscal quarter that ended March 31, 2025 (“FQ3 2025”). Key highlights from these results are summarized below. All figures are in U.S. dollars unless otherwise specified.

• Sequential growth of gross profit by 73.7% from approximately $600,000 in Zefiro’s previous fiscal quarter (ended on December 31, 2024, referred to herein as “FQ2 2025”) to approximately $1,000,000 of gross profit for FQ3 2025.
  
• Revenue of $6.9 million for FQ3 2025. Although revenue for this quarter was 8.7% lower than the $7.5 million in revenue earned during FQ2 2025, maintaining a comparable level of revenue during FQ3 2025 (calendar months of January, February, and March 2025) demonstrates Zefiro’s resilience during what is historically “slow season” in the environmental remediation industry. Additionally, Zefiro substantially maintained its revenue levels in the midst of widescale economic and federal policy volatility that caused slowdowns across multiple sectors for companies of all sizes throughout early 2025.
• It should also be noted that Zefiro achieved 73.7% gross profit improvement between FQ2 2025 and FQ3 2025, despite 8.7% lower revenue for FQ3 2025. This reflects optimization of the Company’s operations and key reductions to its overhead expenses without impacting performance.
  
• The first three quarters of Zefiro’s 2025 fiscal year had combined revenue of $24.4 million, an increase of approximately 5% over the first three quarters of Zefiro’s 2024 fiscal year, which had combined revenue of $23.4 million. This sustained performance exhibits continued growth of Zefiro’s core operations.

Please refer to Zefiro’s public filings on SEDAR+ (https://www.sedarplus.ca/) for all details from recent earnings reports.

Zefiro is the largest single plugger of orphaned/abandoned oil and gas wells in North America. As a fully integrated remediator, Zefiro has in-house teams and fleets of equipment to undertake plugging projects for private and public sector clients.

Readers using news aggregation services may be unable to view the media above. Please access SEDAR+ or the Investors section of the Company’s website for a version of this press release containing all published media.

Zefiro Founder and CEO Talal Debs commented, “Zefiro’s management team is proud to have taken swift action to align the necessary resources for rectifying the discrepancy which led to the Notice that was issued last week. As our industry’s landscape stabilizes following economic and federal policy volatility, I believe that we are poised to continue with ramping up our performance with an ever-growing docket of environmental remediation work from government agencies and private land owners.”

Zefiro Methane Corp. has issued 14,950,000 warrants to the lenders in conjunction with the USD $2,480,000 secured loan, which was advanced by such lenders to Zefiro Methane Holding LLC, a subsidiary of Zefiro. The secured loan will carry a term of 18 months and accrue interest at a rate of 18% per annum, provided that it will be repayable at any time at the option of Zefiro. The loan is secured by a pledge of 100% of Zefiro Methane Holding LLC’s holdings of Plants & Goodwin common stock. The principal use of proceeds of such loan will be to repay a USD $2,000,000 promissory note held by Stephen Plants, which was issued to Mr. Plants in connection with Zefiro’s prior acquisition of Plants & Goodwin, Inc. in 2023. Such warrants have been issued with a strike price of CAD $0.23 per Zefiro common share, representing the closing price of the Zefiro common shares on May 22, 2025, and carry a three-year term.

Catherine Flax, who is a Director of the Company, is one of the lenders and subscribed for USD $800,000 of the principal amount of the loan and 4,820,000 of the CAD $0.23 warrants. 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 subscription by Ms. Flax of such portion of the loan and of such warrants are each 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(a)) as the fair market value of the portion of the loan and the warrants subscribed by, and the consideration received from, 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 directors of the Company (with Ms. Flax abstaining). The Company did not file a material change report 21 days before the completion of the transaction as the Company needed to complete the transaction on an expedited basis.

Reporters/Media: For any questions or to arrange an interview, please contact Rich Myers of Profile Advisors (New York City) by email at media@zefiromethane.com or by telephone at +1 (347) 774-1125.

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.

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
+1 (347) 774-1125

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 use of proceeds from the secured loan, the Company’s intention to reduce emissions from end-of-life oil and gas wells and eliminate methane gas; the Company’s partnerships with industry operators, state agencies, and federal governments; the Company’s expectations for continued increases in revenues and EBITDA growth as a result of these partnerships; the Company’s intentions to build out its presence in the United States; the anticipated federal funding for orphaned well site plugging, remediation and restoring activities; the Company’s expectations to become a growing environmental services company; the Company’s ability to provide institutional and retail investors alike with the opportunity to join the Active Sustainability movement; the Company’s ability to generate long-term economic, environmental, and social returns; and other 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 obtain all necessary regulatory approvals; and (v) other risk factors set forth in its Prospectus dated April 8, 2024 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 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/.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9a8c70c9-e01f-4856-aa53-e8381fcc4283

FAQ

What is the interest rate and term of Zefiro's (ZEFIF) new secured loan?

The secured loan has an 18% annual interest rate and an 18-month term, with an option for early repayment at Zefiro's discretion.

How many warrants did Zefiro issue in connection with the secured loan?

Zefiro issued 14,950,000 warrants with a strike price of CAD $0.23 per share and a three-year term.

What was Zefiro's (ZEFIF) revenue and gross profit for Q3 2025?

Zefiro reported revenue of $6.9M and gross profit of approximately $1M for FQ3 2025.

How much did Zefiro's revenue grow in the first three quarters of fiscal 2025?

Zefiro's revenue for the first three quarters of fiscal 2025 grew 5% to $24.4M compared to $23.4M in the same period of fiscal 2024.

What was the purpose of Zefiro's $2.48M secured loan?

The loan was primarily obtained to repay a $2M promissory note payable to Stephen Plants related to Zefiro's 2023 acquisition of Plants & Goodwin.