- Acquisition would enable access to established field service and fabrication capabilities through Emission Rx’s relationship with AeroTech Group of Companies, and the addition of two senior leaders with deep knowledge of Questor’s technology and markets
- Beyond the revenue and expected gross margin increase, the combined entity is expected to generate cross-selling opportunities and commercial synergies through Emission Rx’s installed base and customer relationships
- Outstanding litigation between the two businesses would be resolved
- A non-binding letter of intent (the “LOI”) terminates automatically if a majority of Questor’s current directors are not re-elected at the September 9, 2026 meeting
CALGARY, Alberta, Aug. 20, 2026 (GLOBE NEWSWIRE) — Questor Technology Inc. (“Questor” or the “Company”) (TSXV: QST) announces that it has entered into an LOI to acquire Emission Rx Ltd. (“Emission Rx”), a privately held Calgary-based waste gas combustion service company (the “Transaction”). Through a concurrent commercial arrangement with AeroTech Group of Companies, the Transaction would also provide Questor with access to established fabrication capabilities.
The Transaction would unite two leading Alberta-built companies in the waste gas combustion market, combining Questor’s company-owned rental fleet of more than 100 high-efficiency incinerators with Emission Rx’s field service support. The Transaction is expected to generate cross-selling opportunities via Emission Rx’s installed base of over 800 units across 5 different waste gas combustion product lines, strong customer relationships, and access to fabrication capabilities through Emission Rx’s relationship with AeroTech Group of Companies.
Jeff Nelson and Justin Bouchard, the senior leaders of Emission Rx, would join Questor in senior operating roles. Both are engineers who helped build Questor’s strong foundation and have deep knowledge of the technology and markets. Bringing back Mr. Nelson and Mr. Bouchard enhances Questor’s engineering, product and field capabilities, ultimately strengthening the business.
Concurrent with the LOI, Questor also announces that the closing of the Transaction would fully and finally resolve outstanding litigation between the two businesses – initially commenced by Questor in 2018 – through mutual releases. Funds previously allocated to the litigation will be redeployed to support the combined business.
“Two Alberta companies built this market, and this transaction would bring the equipment, service capability and talent under one roof to deliver an enhanced service offering for our customers, and sustainable value creation for shareholders,” said Mike Lindsay, Interim President and Chief Executive Officer of Questor. “Resolving the longstanding litigation at closing allows us to redirect those resources where they belong – into growing the business.”
“Emission Rx and Questor Technology product offerings complement each other very well, and would help in accessing a larger share of the complete waste gas mitigation market,” said Justin Bouchard, Design and Operations at Emission Rx. “We truly believe that the business potential with the combination of Emission Rx and Questor is much greater than the sum of its parts.”
Transaction Summary
Subject to ongoing negotiations and confirmatory due diligence, the total consideration is up to approximately $3.0 million: $1.0 million fixed, comprising $500,000 in cash at closing and $500,000 in deferred cash payable 12 months following closing, 3,333,333 Questor common shares (having an approximate value of $1.0 million), and an earn-out of up to $1.0 million payable only upon the combined business achieving performance criteria to be agreed upon in the definitive agreement. The cash components of the purchase price are expected to be funded entirely from Questor’s existing cash on-hand, and no external financing is required. The consideration shares issuable on closing of the Transaction would be subject to escrow and customary resale restrictions. For clarity, as no consideration shares were outstanding at the July 31, 2026 record date, no such shares will be voted at the September 9, 2026 annual general meeting. All dollar amounts are in Canadian dollars.
Transaction Details
The LOI is non-binding other than customary provisions. Completion of the Transaction is subject to the execution of a definitive agreement and, among other customary closing conditions, the completion of due diligence, acceptance by the TSX Venture Exchange, execution of employment and non-compete agreements with key Emission Rx personnel, and receipt of required shareholder, third-party and regulatory consents or approvals, if necessary. Closing of the Transaction is targeted to occur on or before October 1, 2026. Among other customary termination provisions, the LOI terminates automatically if a majority of Questor’s current directors are not re-elected at the September 9, 2026 annual general meeting. In that event the LOI is terminated in accordance with its terms, the Transaction would not proceed and the outstanding litigation would continue, with no further obligation to either party. The Transaction was reviewed by, and represents one of the initiatives taken under, the strategy refresh mandate of the Special Committee of the Board of Directors. Roth Canada, Inc., the CIRO licensed dealer in Canada and an affiliate of Roth Capital Partners LLC, is acting as financial advisor to the Special Committee.
About Questor Technology Inc.
Questor Technology Inc., incorporated in Canada under the Business Companies Act (Alberta) is an environmental emissions reduction technology company founded in 1994, with global operations. The Company is focused on clean air technologies that safely and cost effectively improve air quality and support energy efficiency and greenhouse gas emission reductions. The Company designs, manufactures and services high efficiency clean combustion systems that destroy harmful pollutants, including Methane, Hydrogen Sulfide gas, Volatile Organic Hydrocarbons, Hazardous Air Pollutants and BTEX (Benzene, Toluene, Ethylbenzene and Xylene) gases within waste gas streams at 99.99 percent efficiency per its ISO 14034 Certification.
The Company also has proprietary heat to power generation technology and is currently targeting new markets including landfill biogas, syngas, waste engine exhaust, geothermal and solar, cement plant waste heat in addition to a wide variety of oil and gas projects. The combination of Questor’s clean combustion and power generation technologies can help clients achieve net zero emission targets for minimal cost.
The Company’s common shares are traded on the TSX Venture Exchange under the symbol “QST”.
For more information: www.questortech.com
Investor Relations Contact
Aly Sumar
Chief Financial Officer
Email: investor@questortech.com
About Emission Rx Ltd.
Based in Calgary, Alberta, Emission Rx provides high-efficiency waste gas combustion products for use in emission mitigation projects in the North American oil and gas industry. Emission Rx was established in response to aggressive industry regulations and the need for products and services that allow the continued production of hydrocarbon resources. Their focus is in the standardized, low cost – high sales volume space within industry. The Emission Rx team mandate is to create emissions mitigation technology with all the benefits of a traditional waste gas incinerator at the price of a flare. With in-house engineering, R&D, testing, and fabrication capabilities, customers receive well designed and built products geared to handle all emission reduction projects. Emission Rx 2025 revenue was approximately $4 million.
For more information: www.emission-rx.com
Forward Looking Information
Certain information in this news release constitutes forward-looking statements. When used in this news release, the words “will”, “plan”, “expect”, “positioned to”, “continue”, “potential”, “targeting”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. This news release contains forward-looking statements with respect to, among other things: the Transaction and the benefits thereof, including with respect to revenue and gross margin increase; the combined entity’s ability to generate cross-selling opportunities and commercial synergies; the resolution of the outstanding litigation between Questor and Emission Rx; the benefits of a commercial arrangement with AeroTech Group of Companies; Jeff Nelson and Justin Bouchard’s employment with Questor and the impacts thereof; the deployment of funds previously allocated to the litigation; the combined entity’s expected market share; the source of funding for the purchase price; conditions to closing the Transaction; and the expected timing of closing the Transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company’s current views.
With respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, the Company’s ability to capitalize on its refocused strategy and new targeted markets, changes in market, competition, tariffs, governmental or regulatory developments, general economic conditions, the status of litigation and other factors set out in the Company’s public disclosure documents. Many factors could cause the Company’s actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward- looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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