Zefiro Methane Corp. Announces Closing of Initial Public Offering and Listing of Common Shares on Cboe Canada

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

VANCOUVER, British Columbia, April 23, 2024 (GLOBE NEWSWIRE) -- ZEFIRO METHANE CORP. (Cboe CA: ZEFI) (the “Company” or “Zefiro”) is pleased to announce today the successful closing of its initial public offering (the “Offering”) in Ontario, British Columbia and Alberta of a total of 2,300,000 common shares of the Company (“Shares”) at a price of $1.50 per Share (the “Offering Price”) for gross proceeds of $3,450,000, which included the full exercise of the over-allotment option, pursuant to a final prospectus dated April 8, 2024 (the “Prospectus”).

Following completion of the Offering, the Company has 65,659,500 Shares issued and outstanding, 54,575,000 of which are subject to escrow and other contractual restrictions on transfer as of the listing date, as disclosed in the Prospectus. The Company has received final approval from the Cboe Canada Inc. exchange (“Cboe Canada”) and the Shares will be listed and available for trading on Cboe Canada at market open today under the symbol “ZEFI”.

PI Financial Corp. acted as lead underwriter for the Offering on behalf of a syndicate of underwriters that included Raymond James Ltd. and Echelon Wealth Partners Inc. (collectively, the “Underwriters”).

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 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.

Cozen O’Connor LLP acted for Zefiro and Cassels Brock & Blackwell LLP acted for the Underwriters.

Talal Debs, an insider of Zefiro (the “Insider”), participated in the Offering, acquiring an aggregate of 420,200 Shares under the Offering through X Machina Capital Strategies Fund I LP. Participation of the Insider in the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and is exempt from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued to the Insider nor the consideration paid by the Insider exceeded 25% of Zefiro’s market capitalization.