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.
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
(347) 774-1125
About Zefiro Methane Corp.
Zefiro is an emissions solutions firm specializing in methane abatement, striving 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.
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 pertaining to the timing of listing of the Shares on Cboe Canada and the 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 the Prospectus dated April 8, 2024 (available on SEDAR+ at www.sedarplus.ca) 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 timing of listing of the Shares on Cboe Canada; 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 are 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.
