Questor Announces Second Quarter Results

CALGARY, Alberta, Aug. 28, 2026 (ZM NEWSWIRE) — Questor Technology Inc. (“Questor” or the “Company”) (TSX-V: QST) announced today its financial and operating results for the second quarter ended June 30, 2026.

Questor’s unaudited Condensed Consolidated Financial Statements and Management’s Discussion and Analysis for the quarter ended June 30, 2026, are available on the Company’s website at www.questortech.com/investor-relations and at www.sedarplus.ca.

Unless otherwise noted, all financial figures are presented in Canadian dollars, prepared in accordance with International Financial Reporting Standards and are unaudited for the three and six months ended June 30, 2026, and June 30, 2025.

Revenue for the three and six months ended June 30, 2026 was $0.2 million and $0.7 million, respectively, compared to $3.0 million and $5.4 million in the same periods in 2025. The overall decrease in revenue was primarily driven by longer sales cycles for international projects and low utilization of the rental units. Commissioning of clean combustion unit delivered to Iraq has also been postponed to the third quarter of 2026 as that project has experienced schedule slippage due to conflict in the Middle East.

Gross loss for the three and six months ended June 30, 2026 was $0.3 million and $0.2 million, respectively, compared to gross profit of $1.6 million and $2.8 million for the same periods in 2025. The decrease was primarily due to lower sales volumes, reflecting the extended closing timelines associated with international projects and low utilization of the rental units. In addition, fixed operating costs remained consistent with the prior period, which further contributed to the gross loss during the period.

Adjusted EBITDA for the three and six months ended June 30, 2026 was negative $0.5 million and negative $0.4 million, respectively, compared to positive $0.9 million and $1.3 million for the same periods in 2025. The decrease was primarily due to lower revenue, ongoing operating costs and increased legal and professional fees related to legal proceedings initiated by the former President and Chief Executive Officer (“CEO”) against the Company, its independent directors and Chief Financial Officer (“CFO”), as well as corporate governance matters. These impacts were partially offset by cash recoveries of $1.4 million related to the Emission Rx litigation and $0.2 million received from National Research Council of Canada (“NRC”) in respect of the 1,500 kW heat-to-power generation system, representing the portion of the recovery allocated as a reduction of research and development expense.

SECOND QUARTER 2026 HIGHLIGHTS

In April 2026, the Company received a $1.9 million award to complete development and launch commercialization of the 1,500 kW heat-to-power generation system from NRC through its Industrial Research Assistance Program (“NRC IRAP”) (previously Sustainable Development Technology Canada “SDTC”). In August 2026, the Company received a further payment of $0.3 million from NRC. The Company engaged an independent third-party consultant to conduct a “cold-eyes” review of its integrated Organic Rankine Cycle (“ORC”) Power Generation Solution, with the findings expected in Q3 2026 to inform the Board’s determination regarding whether and on what basis to advance the program toward commercialization.

On April 20, 2026, the Company announced the departure of its CEO, Audrey Mascarenhas, and the appointment of Mike Lindsay as interim CEO. Ms. Mascarenhas remains a member of the Board of Directors.

In June 2026, Ms. Mascarenhas filed two statements of claim with the Court of King’s Bench of Alberta. The first claim alleges oppression, wrongful termination and related claims against the Company, its independent directors and CFO, and seeks damages and other relief totaling more than $26 million. The second claim alleges wrongful termination against the Company and seeks an amount equal to 26 months of her total compensation, together with additional damages.

Subsequent to June 30, 2026, the Company continued to advance its leadership transition and strategic review following the departure of its former President and CEO in April 2026 and the appointment of Mike Lindsay as interim President and CEO. In June 2026, the Board established a Special Committee comprised of independent directors to support the leadership transition and review the Company’s strategic direction. The Special Committee was subsequently given an expanded mandate to oversee the search for a permanent Chief Executive Officer and evaluate potential strategic alternatives. The Company also updated its by-laws, subsequently appointed Craig Joyce as Senior Director, Sales and Business Development, engaged an independent consultant to review its ORC program, and retained Roth Canada, Inc. as financial advisor to the Special Committee.

The Company’s Annual General Meeting (“AGM”), originally scheduled for June 15, 2026, was postponed and subsequently rescheduled to September 9, 2026. The Company has received notice from Ms. Mascarenhas of her intention to nominate a slate of director candidates, while the current Board has nominated its own slate of director candidates. Accordingly, the election of directors at the AGM is expected to be contested.

During the quarter, the Company received $0.2 million as the balance of the costs award for the Court of King’s Bench of Alberta contempt proceedings on the Emission Rx litigation, as well as an additional $0.3 million related to the costs of the application to compel production of documents and further recovery for the costs of appeal of $0.1 million. In aggregate, the Company recovered $1.4 million in cash related to the Emission Rx litigation and associated proceedings in 2026. On August 20, 2026, the Company entered into a non-binding letter of intent (“LOI”) to acquire Emission Rx Ltd., a privately held Calgary-based waste gas combustion service company. The proposed transaction provides for total consideration of up to approximately $3.0 million, comprising cash, common shares of the Company and a potential earn-out. The transaction remains subject to, among other matters, the execution of a definitive agreement, completion of due diligence and customary closing conditions. The LOI automatically terminates if a majority of the Company’s current directors are not re-elected at the September 9, 2026 Annual General Meeting, in which case the transaction would not proceed and the outstanding litigation between the parties would continue.

PRESIDENT’S MESSAGE

The numbers show a weak second quarter. Revenue was $0.2 million against $3.0 million a year earlier, the Company recorded a gross loss, and Adjusted EBITDA was negative $0.5 million. While the Nigeria project has been commissioned, the results were driven by the commissioning of the units delivered to Iraq moved into the third quarter, and most of the rental fleet remaining idle. Neither is a problem with the technology. Both come down to a lack of focus and challenges related to execution and deployment – and deployment is what the strategy refresh is about.

Since April, the independent directors of the Board have taken decisive action: appointing me as interim President and Chief Executive Officer; forming a Special Committee of independent directors with a mandate covering the leadership transition, the Company’s strategic direction, and strategic alternatives; and retaining Roth Canada, Inc. as the Committee’s financial advisor. On August 17, 2026, the Company released its Phase III shareholder value creation plan and an investor presentation outlining it in full. What follows here is what the plan is, what it is not, and what shareholders should expect to see from us.

Building Momentum

Questor carries no debt and has positive working capital of $4.8 million as at June 30, 2026. The Company owns over 100 rental incinerators and holds four patents, while its clean combustion system remains the only technology in the enclosed combustion industry with ISO 14034 third-party verification at greater than 99.99 per cent combustion efficiency. The demand for that capability is not in question. Methane regulations are tightening in our markets: the EU will require importers to verify supply chain emissions to audit-grade standards beginning in 2027, and the World Bank puts global flaring at its highest volume since 2007.

The problem to solve was never the asset or the market. It was converting what we own into recurring revenue.

Restoring Stability and Growth in Phase III

As part of the Phase III shareholder value creation plan, Questor is focused on three things in the near-term:

1. Putting the fleet back to work in North America before committing capital anywhere else. Craig Joyce, our recently appointed Senior Director, Sales and Business Development, has a core mandate: rebuild the Company’s Canadian and U.S. customer base for rentals and equipment sales, using units the Company already owns and operators who already know the equipment. This is the least capital-intensive revenue available to us and the fastest to reach the income statement. In Mexico, where our units are already generating rental revenue, we continue to work with Pemex on flare elimination and on our ability to execute on what we see as a significant opportunity.
2. Consolidating international business directly onto contracted structures. Start-up of the Libya installation for TotalEnergies and SLB is complete, we have commissioned in Nigeria, and the Iraq commissioning will proceed as the regional situation allows. These installations become reference sites in markets where verified methane performance is becoming a condition of doing business, and we will pursue them. However, the revenue targets in the Company’s plan do not depend on the timing of any one of these opportunities, and deployment of our fleet and capital will only follow signed contracts.
3. Determining the next steps on the ORC program informed by evidence. The 1,500 kW waste-heat-to-power prototype is in its final development stage and the Special Committee has engaged an independent third-party consultant to conduct a cold-eyes review of the program’s technical readiness, remaining development requirements, capital needs, market opportunity, and potential returns. The Board will then decide whether, and on what basis, to advance the program toward commercialization to ensure the best outcome for the Company and all Questor shareholders.

The Path Forward

On August 20, 2026, the Company signed a non-binding LOI to acquire Emission Rx, which would resolve eight years of litigation through mutual releases on closing. Emission Rx serves the standardized, lower-cost, higher-volume segment of the waste gas combustion market, with 2025 revenue of approximately $4 million, an installed base of more than 800 units across five product lines, and access to fabrication capacity through its relationship with AeroTech Group of Companies. The offerings of both Questor and Emission Rx are complementary and together address a larger share of the waste gas mitigation market than either does alone. Jeff Nelson and Justin Bouchard, both engineers who helped build Questor’s foundation, would return to the Company in senior operating roles.

The consideration is up to approximately $3.0 million, including:

• $1.0 million fixed, paid in cash from cash on hand, half at closing and half twelve months later;
• 3,333,333 Questor common shares with an approximate value of $1.0 million, subject to escrow and resale restrictions; and
• An earn-out of up to $1.0 million payable only if the combined business meets performance criteria to be agreed in the definitive agreement.

No external financing is required. The LOI is non-binding, and closing is subject to due diligence, a definitive agreement, TSX Venture
Exchange acceptance, and other customary conditions. We are targeting closing on or before October 1, 2026.

Together, the plan targets revenue of $10 million in 2027 and $15 million in 2029, built from three streams: rental of the fleet the Company owns, service and parts on the installed base, and equipment sales and installations. The first two recur, and the plan is built to grow them as a share of the total, because recurring revenue is what the second quarter lacked and what a fleet of this size should produce. The targets were set before the Emission Rx LOI and do not include it. They are a financial outlook, and the assumptions behind them, together with the reasons actual results may differ, are set out in the Forward-Looking Statements section of this news release and in the Company’s August 17, 2026 news release and investor presentation.

In the coming quarters, shareholders can expect:

• Fleet redeployed on contract in North America;
• International backlog commissioned as conditions allow; fulfillment of anticipated purchase orders for international clients we are currently in talks with for additional units on sites we commissioned the past couple of years;
• A decision on the ORC program once the review is in hand, with a decision expected in Q3; and
• If due diligence supports it, the Emission Rx transaction closed on the timeline above.

We will report progress against each of these. While Mike Lindsay holds this role on an interim basis as the Special Committee searches for a permanent President and Chief Executive Officer, his focus remains on the long-term performance and growth of the Company. The plan the Company has put forward was built so that it does not depend on any one person.

FORWARD LOOKING STATEMENTS

Certain information in this news release constitutes forward-looking statements. When used in this news release, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, 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, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. 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, changes in market, competition, tariffs, governmental or regulatory developments, general economic conditions 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.

ABOUT QUESTOR TECHNOLOGY INC.

Questor Technology Inc., incorporated in Canada under the Business Corporations 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, 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 greater than 99.99 per cent efficiency per its ISO 14034 Certification. This enables its clients to meet emission regulations, reduce greenhouse gas emissions, address community concerns and improve safety at industrial sites.

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 is also doing research and development on data solutions to deliver an integrated system that amalgamates all the emission detection data available to demonstrate a clear picture of the site’s emission profile.

The Company’s common shares are traded on the TSX Venture Exchange under the symbol “QST”. The address of the Company’s corporate and registered office is 1920, 707 – 8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1H5.

QUESTOR TRADES ON THE TSX VENTURE EXCHANGE UNDER THE SYMBOL “QST”

Investor Relations Contact:

Aly Sumar – Chief Financial Officer
Phone: 403-571-1530
Email: investor@questortech.com

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.

This document is not intended for dissemination or distribution in the United States.

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