Zefiro Founder and Former Chairman Reports Initial Success in New York Litigation

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Notwithstanding the foregoing, Dr. Debs is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) in accordance with Canadian securities laws applicable to public broadcast solicitations.

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The information contained herein and any solicitation made by Dr. Debs in advance of the Meeting is, or will be, as applicable, made by Dr. Debs and not by or on behalf of the management of Zefiro. All costs incurred for any solicitation will be borne by XMC, provided that, subject to applicable law, XMC may seek reimbursement from Zefiro of its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.

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Dr. Debs is not soliciting proxies in connection with the Meeting at this time. Dr. Debs may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Dr. Debs. Any proxies solicited by or on behalf of Dr. Debs may be solicited pursuant to a dissident information circular sent to shareholders, after which solicitations may be made by or on behalf of Dr. Debs, in person, or by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian securities laws. Dr. Debs is not requesting that shareholders submit a proxy at this time. If and when Dr. Debs commences a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

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As Managing Partner of XMC, Dr. Debs represents the largest single shareholder of Zefiro, and, together with his personal holdings, has beneficial ownership of, or exercises control or direction over, an aggregate of 20,914,750 common shares, representing 23.12% of the issued and outstanding common shares. In light of a side letter entered into by Mr. Debs, he does not intend to vote 500,000 shares he holds personally.

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Except as disclosed herein, none of Dr. Debs, XMC or XMST, or any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of the directors or the appointment of the auditors.

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Cautionary note regarding forward-looking statements

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This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), concerning the Company and the intentions of the Concerned Shareholders. Forward-looking information in this press release may include, without limitation, statements relating to actions of the Concerned Shareholders in connection with the NY Litigation and the hearing before the BCSC. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “believes,” “projects” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved.” Forward-looking statements are based on the opinions and estimates of the Concerned Shareholders as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Although the Concerned Shareholders have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Concerned Shareholders caution readers not to place undue reliance on forward-looking statements, as forward-looking statements involve significant risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. The Concerned Shareholders do not undertake to update any forward-looking statements except in accordance with applicable Canadian securities laws.

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For More Information:

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Shareholder Inquiries:
Christine Carson
Carson Proxy Advisors
E: [email protected]
C: 416-778-1556

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Media Inquiries:
John Vincic
Oakstrom Advisors
E: [email protected] 
C: 647-402-6375

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