Responsible Energy closes qualifying transaction

Canada NewsWire

MAITLAND, ON , Aug. 26, 2026 /CNW/ -- Responsible Energy Corporation (formerly AD4 Capital Corp.) (TSXV: ADJ.P) (" Responsible Energy " or the " Company ") is pleased to announce that it has completed its previously announced transaction (the " Transaction ") with Responsible Energy Inc. (" REI "). In accordance with the terms of the Transaction, the Company has acquired all of the issued and outstanding Class A common shares of REI in exchange for 53,256,500 (post-Consolidation) common shares of the Company issued to the shareholders of REI on a one-for-one basis, in accordance with the terms and conditions of the share exchange agreement dated July 31, 2026 between the Company, REI and the shareholders of REI. As a result of the Transaction, REI became a wholly-owned subsidiary of the Company. The Transaction constituted the "Qualifying Transaction" of the Company, as such a term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the " TSXV ").

The Company is expected to recommence trading of its common shares on the TSXV as a Tier 2 issuer on or about September 2, 2026 under the new trading symbol "REH". The Transaction remains subject to the final acceptance of the TSXV.

Gordon Fraser, Chief Executive Officer and Director of the Company, said: "The completion of our Qualifying Transaction marks the beginning of an exciting new chapter for Responsible Energy as a public company. We are entering this next phase with a strong foundation built over nearly two decades of technology development, with our Gen 5 FRG™ system currently undergoing independent validation through the U.S. Department of War's Environmental Security Technology Certification Program (ESTCP), and a clear focus on commercialization. On behalf of our entire team, I want to thank our shareholders, employees, customers, and partners for their trust and support. We look forward to executing our commercialization strategy and creating long-term shareholder value."

The Company has filed a filing statement dated August 11, 2026 (the " Filing Statement ") on SEDAR+ under its profile relating to the Transaction. Investors are encouraged to review the Filing Statement, which provides detailed information about the Transaction and the Company.

Name Change and Consolidation

Immediately prior to the completion of the Transaction, the Company changed its name to "Responsible Energy Corporation" (the " Name Change ") and consolidated its common shares (the " Consolidation ") on the basis of three pre-Consolidation common shares for each one post-Consolidation common share (a common share of the Company following the Consolidation being a " Responsible Energy Share ").

Direct Registration System (DRS) statements for the Responsible Energy Shares (being in the name of Responsible Energy Corporation and post-Consolidation) will be delivered by Odyssey Trust Company. Beneficial shareholders holding common shares in the capital of the Company through an intermediary should be aware that the intermediary may have different procedures for processing the Consolidation and are encouraged to contact their respective intermediaries in this regard. No fractional Responsible Energy Shares will be issued as a result of the Consolidation. Where the Consolidation would otherwise result in an entitlement to a fractional Responsible Energy Share, the number of post- Consolidation Responsible Energy Shares issued will be rounded down to the nearest whole number. The Name Change and Consolidation are subject to the final approval of the TSXV.

As a result of the Transaction (but subject to adjustment for rounding), the Company has an aggregate of 59,706,500 Responsible Energy Shares issued and outstanding. The Responsible Energy Shares have CUSIP number 76091R100 and ISIN CA76091R1001.

Concurrent Financings

Effective August 17, 2026, the Company completed a non-brokered private placement of subscription receipts at a price of $0.15 per subscription receipt, for aggregate gross proceeds of $382,500 (the " AD4 Concurrent Financing "), which subscription receipts converted in connection with the Transaction and Consolidation into 850,000 Responsible Energy Shares. The securities issued to purchasers in connection with the AD4 Concurrent Financing are subject to a four-month hold period expiring on December 18, 2026 in accordance with applicable securities laws and the policies of the TSXV. The AD4 Concurrent Financing is subject to the final approval of the TSXV.

REI completed non-brokered private placements of 4,672,500 common shares at a price of $0.50 per common share, for aggregate gross proceeds of $2,336,250 (the " REI Concurrent Financing " and together with the AD4 Concurrent Financing, the " Concurrent Financings ").

The Company intends to use the remaining proceeds of the Concurrent Financings as described in the Filing Statement.

Board of Directors and Management

Following completion of the Transaction, the board of directors of the Company has been reconstituted to consist of the following persons: Gordon Fraser, Graham Houze, John Pallot, John Coster and Jason Gorel. The officers of the Company are now Gordon Fraser as President and Chief Executive Officer, Chris Forbell as Chief Financial Officer, Graham Houze as Vice-President of Research & Innovation and Susan Tessman as Corporate Secretary.

Gordon Fraser – President & Chief Executive Officer; Director

Mr. Fraser founded REI in 2007 and is a co-inventor of FRG™ technology. With extensive experience in marine engineering, industrial automation, and strategic sourcing, he has led the company's evolution from concept through technology development and validation toward commercialization. His earlier career included service with the Royal Canadian Navy and technical and leadership roles at 3M. Mr. Fraser brings more than 35 years of technical and executive leadership experience integrating engineering innovation with industrial-scale operations. He holds a diploma in Instrumentation Engineering Technology (Industrial) from St. Lawrence College and professional certification as a Red Seal Industrial Mechanic.

Chris Forbell – Chief Financial Officer

Mr. Forbell has over 25 years of financial-management experience across environmental services, waste management, chemical manufacturing, banking, and energy. He has held senior roles with the Royal Bank of Canada, Waste Connections, Chemtrade Logistics, and Algonquin Power, where he oversaw financial operations, acquisitions, and strategic planning. His expertise includes financial modeling, governance, and capital allocation for growth-stage enterprises. Mr. Forbell holds a Bachelor of Commerce (Finance and International Business) from McGill University and an MBA from the University of Western Ontario.

Graham Houze – Vice-President of Research & Innovation, Director

Mr. Houze is a chemical engineer and bioscientist with over 35 years of experience in process design, chemical manufacturing, and industrial operations. He leads REI's FRG™ technology development, pilot validation, and scientific modeling programs. Previously, he held senior engineering and management roles with Dyno Nobel Nitrogen, Abitibi-Consolidated, and Malette Kraft Pulp & Power. Mr. Houze holds a Master of Environmental Engineering from Carleton University, an MBA from Syracuse University, and a Bachelor of Applied Science (Chemical Engineering, Honours) from Queen's University.

Susan Tessman – Corporate Secretary

Ms. Tessman has more than 30 years of experience in corporate administration and governance for public and private companies. She has served as Corporate Secretary for several TSX Venture Exchange–listed issuers and provides corporate compliance and board-support services to emerging issuers. Earlier in her career, she worked with the Public Relations Department of the former Vancouver Stock Exchange. Ms. Tessman is recognized for her expertise in continuous disclosure and regulatory filings for public companies.

John Pallot – Independent Director

Mr. Pallot is a mining-industry consultant with over 20 years of experience in public-company leadership, specializing in exploration, project management, and corporate governance. He has held executive and director roles with Statesman Resources Ltd., Messina Minerals Ltd., and Windarra Minerals Ltd. Mr. Pallot brings expertise in public-markets compliance, resource-sector financing, and strategic project evaluation to the board of the Resulting Issuer.

John Coster – Independent Director

Mr. Coster served more than 20 years in the United States Navy as a Master Explosive Ordnance Disposal Technician and Special Operations Officer. He is the Chief Executive Officer and President of Victor 12 Inc., a Service-Disabled Veteran-Owned Small Business providing training, logistics, and digital-learning solutions to defense and federal clients. Under his leadership, Victor 12 has been recognized on the Inc. 5000 list for growth and innovation. Mr. Coster brings expertise in risk management, operational planning, and government partnerships.

Jason Gorel, CFA, CPA, CA, ICD.D, CPA (Illinois) – Independent Director

Mr. Gorel is a Chartered Professional Accountant with more than 20 years of experience in public company accounting, financial reporting, and governance. He is currently Chief Financial Officer of BMI Group and has previously held senior finance roles with Covalon Technologies Ltd., SmartCentres REIT, and Toronto Community Housing Corporation, where he also served as a director and Audit Committee Chair. Mr. Gorel has extensive experience in IFRS, ASPE, and U.S. GAAP reporting, internal controls, and audit oversight, and has held positions with Canadian Apartment Properties REIT, InnVest REIT, BCS Global Networks Ltd., and Cinram International Income Fund. He currently serves on the boards of Moya Financial Credit Union and Fairplay Ventures Inc. Mr. Gorel is also a Chartered Financial Analyst and has completed the Institute of Corporate Directors Education Program.

Escrow

A total of 4,116,662 Responsible Energy Shares are held in escrow pursuant to Section 11.1 of TSXV Policy 2.4. These are Responsible Energy Shares issued in connection with the IPO of AD4 and upon exercise of options of AD4 prior to the closing of the Transaction. Such shares will be released in accordance with the following timeline:

A total of 37,550,000 Responsible Energy Shares issued to former shareholders of REI are held in escrow pursuant to Section 3.2 of TSXV Policy 6.4. Such shares will be released in accordance with the following timeline:

Early Warning Disclosure for Gillian Allen-Fraser

Gillian Allen-Fraser acquired 21,850,000 Responsible Energy Shares pursuant to the Transaction, representing more than 10% of the issued and outstanding Responsible Energy Shares. Accordingly, Ms. Allen-Fraser is providing the following disclosure pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (" NI 62-103 ").

Immediately prior to the completion of the Transaction, Ms. Allen-Fraser beneficially owned, and had control and direction over nil Responsible Energy Shares. Immediately after the closing of the Transaction, Ms. Allen-Fraser beneficially owns, and has control and direction over, 21,850,000 Responsible Energy Shares, representing approximately 36.6% of the outstanding Responsible Energy Shares on an undiluted basis and on a fully-diluted basis.

The Responsible Energy Shares were acquired by Ms. Allen-Fraser for investment purposes only, and in the future, Ms. Allen-Fraser may acquire additional securities of the Company, dispose of some or all of the existing securities she holds or will hold, or may continue to hold her current position, depending on market conditions, reformulation of plans and other relevant factors. All of the Responsible Energy Shares owned and controlled by Ms. Allen-Fraser are subject to the Escrow Agreement.

An early warning report will be filed by Ms. Allen-Fraser pursuant to NI 62-103 on SEDAR+ under the profile of the Company. To obtain a copy of the early warning report, please contact Ms. Allen-Fraser at c/o 100 - 1336 County Road 2, Maitland, Ontario, K0E 1P0, or by telephone at (613) 865-8045.

Early Warning Disclosure for Gordon Fraser

Gordon Fraser acquired 11,000,000 Responsible Energy Shares pursuant to the Transaction, representing more than 10% of the issued and outstanding Responsible Energy Shares. Accordingly, Mr. Fraser is providing the following disclosure pursuant to NI 62-103.

Immediately prior to the completion of the Transaction, Mr. Fraser beneficially owned, and had control and direction over nil Responsible Energy Shares. Immediately after the closing of the Transaction, Mr. Fraser beneficially owns, and has control and direction over, 11,000,000 Responsible Energy Shares, representing approximately 18.42% of the outstanding Responsible Energy Shares on an undiluted basis and on a fully-diluted basis.

The Responsible Energy Shares were acquired by Mr. Fraser for investment purposes only, and in the future, Mr. Fraser may acquire additional securities of the Company, dispose of some or all of the existing securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and other relevant factors. All of the Responsible Energy Shares owned and controlled by Mr. Fraser are subject to the Escrow Agreement.

An early warning report will be filed by Mr. Fraser pursuant to NI 62-103 on SEDAR+ under the profile of the Company. To obtain a copy of the early warning report, please contact Mr. Fraser at c/o 100 - 1336 County Road 2, Maitland, Ontario, K0E 1P0, or by telephone at (613) 865-8045.

On behalf of the board of directors of the Company:

Gordon Fraser, President and CEO

About Responsible Energy Corporation

Responsible Energy Corporation is a Canadian clean technology company commercializing its multi-patented Free Radical Gasification (FRG ™ ) platform for the destruction of PFAS, AFFF, and other hazardous liquid waste streams. Through its operating subsidiaries, the Company is advancing FRG ™ through independent third-party validation and commercialization to address the growing global demand for permanent hazardous waste destruction solutions. Supported by a portfolio of 10 issued patents, Responsible Energy is focused on deploying its FRG ™ platform to industrial and government customers seeking permanent destruction solutions for PFAS and other hazardous liquid waste streams.

Responsible Energy's Gen 5 FRG ™ system is currently undergoing independent validation under the U.S. Department of War's Environmental Security Technology Certification Program (ESTCP), an important milestone supporting commercial deployment of the technology for government and industrial applications.

Web: www.responsible.energy

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

This news release contains certain forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements contained in this news release include, but are not limited to, the final acceptance of the TSXV to the Transaction and the anticipated date for recommencement of trading.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to regulatory approval. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking statements.

SOURCE Responsible Energy Corporation

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Canada Newswire

August 26, 2026 - 11:33 AM PDT

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