News

Amended and Restated Advance Notice Policy

Adopted by the Board of Directors with immediate effect on December 10, 2025)

Zefiro Methane Corp.
(the "Company")

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INTRODUCTION

The Company is committed to advancing the following objectives: (i) facilitating an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; (ii) ensuring that management and all shareholders receive adequate advance notice of the director nominations and sufficient information with respect to all director nominees; and (iii) allowing shareholders to register an informed vote for directors of the Company after having been afforded reasonable time for appropriate deliberation.

The purpose of this Advance Notice Policy (the "Policy") is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company to facilitate the above-noted objectives. Among other things, this Policy fixes a deadline by which shareholders seeking to nominate a person for election as a director must submit such nominations to the Company prior to any annual general meeting or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual general meeting or special meeting of shareholders.

It is the position of the board of directors of the Company (the "Board") that this Policy is in the best interests of the Company, its shareholders and other stakeholders. This Policy will be subject to annual review by the Board, which shall revise the Policy, if required, to reflect changes by securities regulatory authorities or applicable stock exchanges, or to address changes in industry standards and other relevant circumstances from time to time as determined by the Board.

NOMINATIONS OF DIRECTORS

1. Nominations of persons for election to the Board may be made at any annual meeting of shareholders of the Company, or at any special meeting of shareholders of the Company if one of the purposes for which the special meeting is called is the election of directors. Only persons who are qualified to act as directors under the Business Corporations Act (British Columbia) (the "Act"), are qualified under the articles of the Company, who have not acted in breach of fiduciary duty against the Company as reasonably determined by the Board acting reasonably, in good faith, and based on credible evidence, and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company:
   1. by or at the direction of the Board, including pursuant to a notice of meeting;
   2. by or at the direction or request of one or more shareholders pursuant to a valid "proposal" as defined in the Act and made in accordance with Part 5, Division 7 of the Act, and that complies with the notice procedures set forth in this Policy;
   3. pursuant to a requisition of the shareholders that complies with and is made in accordance with section 167 of the Act, as such provisions may be amended from time to time, and that complies with the notice procedures set forth in this Policy; or
   4. by any person (a "Nominating Shareholder") who at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Policy and at the close of business on the record date fixed by the Company for notice of such meeting (i) is a "registered owner" (as defined in the Act) of one or more shares of the Company carrying the right to vote at such meeting, or (ii) beneficially owns shares carrying the right to vote at such meeting and provides evidence of such ownership that is satisfactory to the Company acting reasonably, and, in either case, complies with the notice procedures set forth below in this Policy. In cases where a Nominating Shareholder is not an individual, the notice referred to in this paragraph 1(d) must be signed by an authorized representative, being a duly authorized director, officer, manager, trustee or partner of such entity who provides such evidence of such authorization that is satisfactory to the Company, acting reasonably.
2. In addition to any other requirements under applicable laws, for a nomination to be made by any shareholder in accordance with this Policy, that shareholder must have given notice (the “Notice”) thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Secretary of the Company at the principal executive offices of the Company.
3. To be timely, the Notice must be given:
   1. in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be given not later than the close of business on the 10th day following the Notice Date; and
   2. in the case of a special meeting (that is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was given.

In the event of an adjournment or postponement of a meeting of shareholders or the announcement thereof, any reference to the date of an annual general meeting of shareholders or a special meeting in this paragraph 3 shall be deemed to refer to the date of the adjourned or postponed meeting.

4. To be in proper written form, the Notice must set forth:
1. as to each person being proposed as a nominee for election as a director:

   (i) the name, age, business address and residential address of the person;

   (ii) the present principal occupation or employment of the person and the principal occupation or employment within the five years preceding the notice;

   (iii) the name of any company (or other entity) on whose board of directors (or equivalent) the person currently serves or has served in the last three years and whether such company is or was a public company;

   (iv) the citizenship of such person;

   (v) the class or series and number of shares in the capital of the Company which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

   (vi) the amount and material terms of any other securities, including any options, warrants or convertible securities which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

   (vii) a statement as to whether such person would be "independent" of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination;

   (viii) a statement that the person is not prohibited or disqualified from acting as a director of the Company under the Act, Applicable Securities Laws (as defined below) or any other applicable law and is not aware of any basis upon which they may become so prohibited or disqualified during their term if elected;

   (ix) a statement as to whether, in the last three years, the person has been involved in any actions, proceedings or investigations based upon or arising out of an alleged or potential violation or any securities law or regulation, breach of fiduciary duty, fraud or other financial misconduct, and if the person has been so involved, to provide particulars;

   (x) a statement that the person is not aware of any existing or potential conflict of interest between their duties to the Company, if elected, and their private interests or other duties, and if the person has any such conflict, to provide particulars;

   (xi) any other information or relationship which may be relevant to the determination of the person’s independence or which could give rise to any actual or potential conflict of interest between the person’s duties to the Company, if elected, and their private interests or other duties;

   (xii) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

2. as to the shareholder submitting the Notice, full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such person, or any of their affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company, including  a right to vote or direct the voting of any shares of the Company, and any other information relating to such person that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

The Notice must be accompanied by a written consent to act as a director of the Company as required under section 123 of the Act, duly signed by the person being nominated for election as a director.

In addition to the foregoing, the Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the experience, independence and/or qualifications, or lack thereof, of such proposed nominee, including any prior relationship with the Company. As soon as practicable following receipt of a Notice (and such other information referred to above, as applicable) that complies with this Policy, the Company shall publish the details of such notice through a public announcement.

5. No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Policy; provided, however, that nothing in this Policy shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or at the discretion of the Chair of the meeting. The Chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the provisions of this Policy and, if the Chair of the meeting determines that any proposed nomination is not in compliance with this Policy, to make a final and conclusive declaration that such defective nomination shall be disregarded and not submitted to a vote at such meeting. In the event that the Company receives proxies for any disqualified nominee, such votes shall be treated as abstentions.
6. For purposes of this Policy:
   1. "Applicable Securities Laws" means, collectively, the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the applicable published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada, and all applicable securities laws of the United States;
   2. "business day" means any day other than Saturday, Sunday or any statutory holiday in the City of Vancouver, British Columbia, Canada; and
   3. "public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval+ at www.sedarplus.com.
7. Notwithstanding any other provision of this Policy, Notice given to the Secretary of the Company pursuant to this Policy may only be given by personal delivery or by email (at such email address as may be stipulated from time to time by the Secretary of the Company for purposes of this Notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Secretary at the address of the principal executive offices of the Company or received by email (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Pacific Time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
8. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Policy.

EFFECTIVE DATE

This Policy was approved and adopted by the Board on December 10, 2025 (the "Effective Date") and is and shall be effective and in full force and effect in accordance with its terms and conditions to any meeting of shareholders held from and after such date. Notwithstanding the foregoing, if this Policy is not approved by ordinary resolution of shareholders of the Company present in person or voting by proxy at the next meeting of those shareholders validly held following the Effective Date, then this Policy shall terminate and be void and of no further force and effect following the termination of such meeting of shareholders.

GOVERNING LAW

This Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.