AD4 Capital Corp. — M&A Activity 2025

Mar 18, 2025

AD4 CAPITAL CORP.
948 Ridgeway Avenue
North Vancouver, British Columbia, V7L 3R4

NEWS RELEASE

AD4 CAPITAL CORP. SIGNS LETTER OF INTENT TO ACQUIRE RESPONSIBLE ENERGY INC.

March 18, 2025 – AD4 Capital Corp. (TSX-V: ADJ.P) (the “Company”), a capital pool company, has entered into a letter of intent, dated March 17, 2025 (the “LOI”), with Responsible Energy Inc. (“REI”), a private cleantech company, whereby the Company proposes to acquire all of the issued and outstanding share capital of REI by way of an amalgamation, securities exchange, plan of arrangement or similar transaction which will result in a reverse takeover of the Company by REI and its shareholders (the “Transaction”).

The Transaction is intended to constitute the “Qualifying Transaction” of the Company as such term is defined in Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “Exchange”). Upon completion of the Transaction, it is anticipated that the resulting issuer (the “Resulting Issuer”) will be listed as a Tier 2 Technology Issuer on the Exchange.

Transaction Summary

The material terms and conditions outlined in the LOI are intended to be binding on the Company and REI. The execution of a definitive agreement (the “Definitive Agreement”) to be negotiated between the Company and REI will replace and supersede the LOI.

Immediately prior to the closing of the Transaction, it is intended that the Company will consolidate (the “Consolidation”) its common shares (the “Shares”) such that a maximum of 5,166,667 post-Consolidation Shares will then be outstanding (prior to any exercise or conversion of convertible securities of the Company or the AD4 Concurrent Financing, as defined below).

On the date of the closing of the Transaction, it is intended that the Company acquire all of the 47,334,000 issued and outstanding common shares of REI in exchange for post-Consolidation Shares on the basis of one (1) Share (on a post-Consolidation basis) for every one (1) common share of REI.

The Company is at arms-length from REI. None of the current directors or officers of the Company hold any securities of REI, nor do any of them hold a director or management position with REI.

Information Concerning REI

REI is a private cleantech company established under the Business Corporations Act (Ontario) on August 31, 2007 and currently has one operational facility located in Maitland, Ontario. REI is dedicated to developing a system using its multi-patented Free Radical Gasification (“FRG™”) technology to address the challenge of per- and polyfluoroalkyl substances (“PFAS”) destruction.

REI previously used its FRG™ technology in the treatment of solid waste and hazardous liquids and currently focuses exclusively on the treatment of PFAS. REI’s thermal recycling process integrates

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thermolytic, photolytic, and free radical processes, operating at ambient air pressure which makes it one of the most advanced forms of PFAS destruction technology available.

REI strives to lead environmental innovation through its intellectual property portfolio of 10 issued patents and the building of another system using its FRG™ technology. REI’s mission is to deliver the best solution in the world for PFAS destruction.

Management and Board of Directors

Upon completion of the Transaction, it is expected that all the directors and officers of the Company, other than John Pallot, will resign and the board of directors and management will be reconstituted to consist of nominees and the senior management team of REI. The following sets out the names and backgrounds of all persons who are expected to be appointed as officers and directors of the Resulting Issuer:

Gordon Fraser, Chief Executive Officer and Director. Mr. Fraser founded REI in 2007 and is a co-inventor of the FRG™ technology. He is a pioneer and inventor with expertise in marine engineering and industrial automation. First-hand exposure to PFAS contamination ignited an unrelenting commitment to commercializing FRG™ as the solution for recycling 'forever chemicals' and hazardous waste. As the driving force behind REI for almost two decades, Mr. Fraser has been instrumental in REI’s success. He continues to lead day-to-day operations, strategic development, and execution of short- and long-term initiatives, all with a focus on maximizing investor value. In addition to overseeing the development, design, and implementation of REI’s FRG™ technology, he also spearheads client engagement and investment efforts, ensuring strong investor relationships and sustained progress.

Christopher Forbell, Chief Financial Officer, Secretary and Director. Mr. Forbell has over 25 years of leadership experience in financial management across a variety of industries, including environmental services, waste management, chemical, banking and energy sectors. At the Royal Bank of Canada, he spearheaded the development of global FP&A and pricing models. During his tenure at Waste Connections, he directed financial operations and executed multiple acquisitions with precision. At Chemtrade Logistics and Algonquin Power, Mr. Forbell showcased exceptional capabilities in strategic advisory, budgeting, financial reporting, investor relations and operational oversight.

Mr. Forbell holds a Bachelor of Commerce (Finance, International Business) degree from McGill University, and a Master of Business Administration degree from the University of Western Ontario.

John Pallot, Director. Mr. Pallot has been a self-employed consultant in the mining industry since 2002. Mr. Pallot studied at Simon Fraser University prior to serving with Telus for over thirty years. He has more than twenty years of involvement with public companies as a director and/or in senior executive capacities with such companies as Statesman Resources, Messina Minerals, Windarra Minerals, Red Mile Minerals (now Orla Mining), Califfi Capital (now Bonanza Mining), Vincero Capital (now Rakovina Therapeutics), Manera Capital, and GT Gold (acquired by Newmont). He presently serves as an independent director of Klondike Gold.

John Coster, Director. Mr. Coster is currently CEO / President of Victor 12 Inc. ("Victor 12") and leads Victor 12's business development efforts, identifying and helping capture new business opportunities. Mr. Coster served in the U.S. Navy for 20 years as a Master Explosive Ordnance Disposal Technician and

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Special Operations Officer. Prior to joining Victor 12, Mr. Coster led all business development efforts for Shoulder 2 Shoulder Inc. ("S2S"), a SDVOSB headquartered in Bluemont VA. Before joining S2S, Mr. Coster was a partner at the JIAN Group running their M&A Government Services sector. Before his work with the JIAN Group, Mr. Coster was an Executive with A-T Solutions Inc., a global industry leader in anti- and counterterrorism.

Graham Houze, Director. Mr. Houze is a recognized expert in environmental engineering with 35+ years' experience as a Bio Scientist and Chemical Engineer. As co-inventor, Mr. Houze is one of the original scientists behind REI's FRG™ technology.

Mr. Houze is also Director and Principal Engineer of GCH Engineering Services, which provides engineering, environmental and project management services to various clients. Prior to joining REI, he was the Manager of Engineering and Environmental Services at Dyno Nobel Nitrogen. He also held senior positions at Abitibi-Consolidated and Malette Kraft Pulp & Power.

Mr. Houze received his Master of Environmental Engineering from Carleton University, Master of Business Administration from Syracuse University, Bachelor of Applied Science, Chemical Engineering and a Bachelor of Applied Science, Chemical Engineering with Honours, both from Queens University.

Concurrent Financings

AD4. The Company intends to complete a non-brokered private placement (the "AD4 Concurrent Financing") of subscription receipts (each, a "Receipt") at a price of $0.15 per Receipt to raise aggregate gross proceeds of no more than $1,000,000. Proceeds from the AD4 Concurrent Financing will be held in escrow pending completion of the Transaction. Following completion of the Transaction, the Receipts will automatically be converted into post-Consolidation common shares of the Company. Net proceeds of the AD4 Concurrent Financing will be used by the Resulting Issuer (as defined below) for the development of REI's multi-patented FRG™ technology, and for working capital and general corporate purposes. The Company may pay finders' fees to eligible parties who assist introducing subscribers to the AD4 Concurrent Financing. All securities issued in connection with the AD4 Concurrent Financing will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

REI. REI intends to complete a non-brokered private placement (the "REI Concurrent Financing") of common shares of REI at a price of $0.50 per REI Share to raise aggregate gross proceeds of up to $1,000,000. Net proceeds of the REI Concurrent Financing will be used for the development of REI's multi-patented FRG™ technology, and for working capital and general corporate purposes. All securities issued in connection with the REI Concurrent Financing will be subject to an indefinite statutory hold period in accordance with applicable securities laws, subject to being exchanged for Shares in the Transaction.

Sponsorship

The Transaction is subject to the sponsorship requirements of the Exchange unless an exemption from those requirements is granted in accordance with the Exchange policies. The Company and REI are currently reviewing the sponsorship requirements and will comply with the policies of the Exchange after further review and discussions.

Name Change

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Upon completion of the Transaction, it is intended that the Resulting Issuer will continue the business of REI under a name to be mutually agreed upon by the Company and REI, and the parties expect that the Exchange will assign a new trading symbol for the Resulting Issuer.

Finders Fee

No finder’s fees are being paid in connection with the Transaction.

Existing Escrow

In connection with the Transaction, 11,050,001 common shares of the Company are subject to escrow pursuant to which certain persons have entered into escrow agreements (the “Existing Escrow Agreements”) in accordance with Policy 2.4 of the Exchange (the “Existing Escrow”). The Existing Escrow provides for the release of shares from escrow over an eighteen month period commencing upon completion of a “qualifying transaction” by the Company.

Additional Escrow

On completion of the Transaction, post-Consolidation Shares held by certain persons who: (i) are “Principals” of the Resulting Issuer as defined by the Exchange or (ii) are other parties, identified by the Exchange, will be required to enter into an escrow agreement to deposit their post-Consolidation Shares (the “Additional Escrow Agreement”). The Additional Escrow Agreement will provide for the release of the post-Consolidation Shares in accordance with the Exchange policies and applicable laws.

Further Information

Completion of the Transaction is subject to a number of conditions including the satisfactory completion of due diligence, the negotiation and entering into of the Definitive Agreement, the REI Concurrent Financing and AD4 Concurrent Financing shall have been completed on terms and conditions acceptable to REI, acting reasonably, receipt of all required shareholder, regulatory and third-party consents, including approval of the Exchange, the fulfilment of any sponsorship requirements, the successful name change of the Resulting Issuer, the entering into of the Escrow Agreement, and satisfaction of other customary closing conditions. The Transaction and Concurrent Financing cannot close until the required approvals are obtained. There can be no assurance that the Transaction and Concurrent Financing will be completed as proposed or at all. Except in connection with the Concurrent Financing and the issuance of the no finders’ fees or commissions are payable in connection with completion of the Transaction, and no advances or loans to REI are contemplated prior to completion of the Transaction.

Trading in the common shares of the Company has been halted and will remain halted pursuant to Policy 2.4 of the Exchange.

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About the Company

The Company is a capital pool company within the meaning of the policies of the Exchange and established under the Business Corporations Act (British Columbia) on June 14, 2021. The Company has not commenced commercial operations and has no assets other than cash and cash equivalents. The current directors and officers of the Company consists of Alfredo De Lucrezia (President, Chief Executive Officer and Director), Gary McDonald (Chief Financial Officer), Glenn Yeadon (Corporate Secretary), Jeffrey Bacha (Director), Gordon Kettleson (Director) and John Pallot (Director).

The Company currently has 15,500,001 common shares issued and outstanding and 1,550,000 incentive stock options exercisable at $0.10 per share. Following the Consolidation, the Company will have approximately 5,683,334 shares outstanding, including shares issued pursuant to the exercise of all outstanding incentive stock options on a post-Consolidation basis at a price of $0.30 per share at the time of closing the Transaction (prior to the issuance of any additional common shares of the Company pursuant to the Concurrent Financing).

For further information please contact:

Alfredo De Lucrezia
President, CEO and Director
Tel. (604) 619-0225

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain certain "Forward-Looking Statements" within the meaning of applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied

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by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

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